


Futanari Lucy

by snakebit1995



Category: Fairy Tail
Genre: Age Progression, Anal Sex, Ass Expansion, Breast Expansion, Catgirls, F/F, F/M, Friends to Lovers, Futanari, Futanari Lucy Universe, Genderbending, Masturbation, Multi, Other, Pregnancy, Transformation, Unplanned Pregnancy, Vaginal Sex
Language: English
Status: In-Progress
Published: 2015-09-12
Updated: 2018-03-27
Packaged: 2018-04-20 11:14:49
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 168
Words: 325,889
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/4785350
Author URL: https://archiveofourown.org/users/snakebit1995/pseuds/snakebit1995
Summary: <blockquote class="userstuff">
              <p>Adorable Fairy Tail mage Lucy has a secret, she is a futanari. Follow her as she struggles to keep her desires in check. Contains Lemons with some slice of life thrown in here and there. Includes Lucy X Fairy Tail Girls (Erza, Mira, Cana, Levy, Etc...) Story includes- Pregnancy, Gender Bender, Breast/Butt Growth, and light domination</p><p>Repost of my story from FF.net</p>
            </blockquote>





	1. First Girl- Cana

 

 

 

_Italics indicate thinking._

**This is a Futa story. It starts right before the Oracion Seis arc.**

**Also my first attempt at lemons so…hope it's okay.**

* * *

**Lucy's POV**

I'm Lucy Heartfilia and I'm a Futanari. I layman's terms I'm a girl with a penis and balls. I keep it a secret from the others in Fairy Tail; I don't want to freak them out. It gets kinda difficult with them always sneaking into my house but I manage. I swing both ways so it's difficult to keep little Lucy in check when I'm at the guild and the girls are around in their skimpy clothes or stay dry when Gray shows up naked, he's small compared to me BTW. When I get hard I can get about 10 inches.

I had managed to keep it a secret from everyone till Fantasia when someone found out. We were parting after the parade, there was a lot of drinking involved but I kept myself in control.

"Lucy."

"Yeah Mira?'

"I know this is a lot to ask but can you take Cana home? She's had a few to many." Mira said.

"Oh sure." I said "I'll just take her to my house for the night."

_I can keep it in check till she leaves._

"Come on Cana, Lucy's gonna take you home" Mira told her.

"Hey~ Lucy. Let's go have fun at your place!" Cana slurred

* * *

I opened the door and dragged the half-awake Cana into my house.

"Work with me here Cana."

Cana swayed back and forth against my shoulder. Her hand rubbed against my shorts and sent a shiver up my spine.

_Keep it together Lucy._

I dropped Cana onto the bed and sat in my desk chair.

"Your bed is so comfy!" Cana cheered.

I looked at Cana as she flopped around on the bed, her large breasts jiggling with every movement.

_I forget their so big sometimes._

I swallowed hard to try and keep my composure "Calm down Cana."

_I need a cold shower._

"I'm going to shower Cana."

I went into the bathroom and locked the door. I stripped and looked down and saw I was rock hard.

"Crap, it hasn't been this bad in a long time." I turned on the shower and hopped in.

I was nice felling the water run down my body. The liquid cascaded over my breast. I washed myself off. I ran my hand over my large breasts and squeezed.

_Sometimes these things get in the way but I like having them…kinda like my dick, it gets in the way but it makes me unique. I've never used it but still._

I felt myself thinking back to Cana and how she looked laid out on the bed. The way her large jugs bounced and wobbled. I looked down and saw I was hard again.

"Ugh you're just begging to be taken care of huh?" I said.

I reached down and wrapped my hand around my cock and started stroking. I thought about all the girls in the guild and the way they turned me on. The Miss Fairy Tail contest gave me a lot of material.

_Erza…she's so stern yet sexy._

_Mira…so sweet and mature._

_Juvia…I liked her more with curls but that new outfit is great._

_Levy…wrapped up in that tight little package, what an ass._

_Bisca…she's a real sleeper amongst the other girls._

_Even that bitch Evergreen…Those glasses._

I felt the surge coming.

"Haaaaa! Fuck!" I opened my eyes and doubled over as stream after stream of cum shot out.

The orgasm rocked my body and I had to hold the wall to regain my composure.

"That was a big one…"

I finished cleaning up and turned off the shower and stepped out. I stepped out of the shower and realized I had made a grave mistake.

"Crap I forgot to bring clothes, I only have a towel."

I wrapped myself up and slowly stepped out into my room and made my way to the closet.

_I just hope Cana's asleep; the towel barely covers my dick._

I looked over at the bed and Cana was lying out and her bikini top had slipped off. Now she was on the bed in just her jeans.

_OH COME ON!_

I picked up my pace to get to the closet when Cana spoke up.

"Wow I must be really drunk…" She said "It looks like you have a penis."

"What no!"

Cana sat up and her boobs bounced around, I felt the blood rushing to the wrong head.

_No stop._

"And now it looks happy to see me~" She cooed.

I looked and saw I was hard again.

_Didn't I just take care of you?_

Cana stood up and came over to me "That's kinda hot." She said as she pulled my towel off "Damn Lucy you are stacked. A rack like this and a dick like that. By the way, I'm not that drunk."

Cana came close and kissed me. I resisted and she kissed harder till there was nothing I could do to fight back. I started battling with her lips and mine.

"Cana we shouldn't…" I moaned.

"Just relax Lucy, let me take care of you." Cana said kissing my neck.

"Ahh." I moaned as she nibbled at my skin.

She squeezed my left breast "Damn these things a huge. How big are they?"

"They're F cups…AH!" I said gasping as she bit my nipple.

"And here I thought my DD's were big."

Cana pushed me back onto the bed as she sucked on my breasts.

"Cana~" I moaned her name as she sucked.

My dick felt painfully hard as she ravaged my breasts. I reflexively thrust my hips forward and my dick's head bumped into Cana's still clothed butt.

"I see someone wants some attention." She said straddling my hips, she reached back and squeezed my balls, which were sagging from the weight. Cana stood up and unbuttoned her jeans. She turned around and showed me her large butt as she pulled them down. I unconsciously licked my lips at the sight of her Blue lace panties.

Cana kneeled in front of the bed and wrapped her hand around my dick "Have you always had this?"

"Since I was born." I gasped as she began stroking.

"Who else knows?"

"No one…just my parents."

Cana licked up the shaft and I groaned "Fuck Cana."

"Yeah I like that dirty mouth."

She flicked her tongue across the head and the put a few inches in her mouth and began bobbing up and down.

_This feels amazing!_

Cana kept taking more and more of my girth into her mouth. I looked down and saw she had her free hand in her panties and was fingering herself.

"Come onto the bed." I told her.

Cana climbed up onto the bed and I turned her so he butt as facing me. I slipped her panties to the side and licked her pussy.

_All those Novels Erza lent me sure are good tutorials._

"Ohh! Lucy! That's amazing!" Cana moaned as she stopped sucking for a few moments only to let my penis back into her mouth.

I kept licking at Cana's snatch and she kept sucking with her warm mouth. That was when I felt the rush coming

"Cana I'm gonna!"

"Me too Lucy just a little more!"

I felt my balls contract and start to shoot.

"CANA!" "LUCY!"

Cana's pussy squirted all over my face. I licked some of it off.

_It taste…good._

Cana turned around and showed me her face. Some cum had gotten in her hair and on her face.

She liked the little by her mouth off "Yum." She took some more off her face with her finger and offered it to me "Come on taste yourself."

I slowly moved forward and Cana put her finger in my mouth. I really did taste delicious a little salty but good.

I licked my lips and Cana spoke.

"You're still hard!" she said surprised.

I looked down and saw I was. Cana slipped out of her panties and straddled my naked hips.

"I've never done that before Cana." I said.

"Neither have I." She revealed.

"You're a virgin?" I asked.

"Yeah, I may be a drunk but I'm not a whore." She said "But I'd be happy to have you as my first. We already came this far…"

Cana started lowering herself onto my rod slowly. She moaned as I slowly impaled her.

"Ugh!" I groaned at the tightness "Cana."

Cana leaned forward and kissed me "Do it quickly…"

I obliged and thrust my hips quickly breaking her Hyman in one thrust.

"GAH!"

"Cana!"

"I'm alright." She said "It was sudden was all."

I sat inside Cana for a while giving her time to adjust.

"I'm ready." She said gyrating her hips.

Cana started bouncing up and down on my dick. Our hips made clapping noises as they collided.

_This feels amazing!_

"Ohh! Cana this is great."

"You're so big Lucy! You're filling up every inch on my virgin pussy!"

I pushed Cana over and took the initiative and started thrusting into her.

"You're so tight." I told her.

"More Lucy! I want more of you girl cock!"

I could feel my balls slapping against Cana's large ass with every thrust and our breasts smashing together as we kissed.

"Ohh Fuck I'm so close!" I moaned.

"Me too, cum with me Lucy!" Cana moaned with me

I could feel the orgasm coming and started to pull out when Cana wrapped her legs around me.

"Cum inside me Lucy! It's safe!" she said

"Lucy I'm almost there!"

"Alright." A few thrust later "Cana I'm Cumming!"

"LUCY!"

I felt the sperm spew my cock and start to fill Cana up. I groaned as the milky liquid flooded her womanhood.

A few seconds later I finally pulled out. Cum leaked out after my penis left Cana' warmth.

"Cana…that was…Wow."

Cana kissed me "That was great." She leaned her head on my breasts "Your amazing Lucy. I want to go again but I'm too exhausted."

"Me too." I said drifting off to sleep "We'll talk in the morning."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**This was my first Lemon, I hope you enjoyed it. This story will include almost all the girls in the guild (I don't know what to do about Wendy.) and some of the guy (I have an idea about gender bending them) Future chapters may include but are not limited to- Pregnancy, Gender Bender, and Breast/Butt Growth. Maybe some domination?**

 

**I don't know when this story will update (probably when I feel like writing a lemon/once a week.)**

**It will mostly be lemons with slice of life thrown in here and there.**

**Till next time.**

 


	2. The Long Night- Erza

**Summary for the Chapter:**

> Lucy X Erza!

_Italics indicate thinking_

* * *

 

**Lucy's POV**

I feel so warm….last night was amazing…

I opened my eyes and looked around but didn't see Cana, then I felt a shiver of pleasure rock my body. There was slurping noises coming from beneath my sheets. I threw them back and revealed Cana was giving me morning head.

"Cana!"

*Slurp* "Morning Lucy I saw you were asleep but part of you was wide awake." Cana went back and sucked harder.

"Hmmm. That feels great." I cooed as she bobbed her head up and down. I ran my hand through Cana's hair and pushed her down a little "You make my cock feel so good."

Cana made gagging and slurping noises as she sucked my dick. She took the meat out of her mouth and licked the shaft.

"Come on cum for me Lucy, I want your seed down my throat." Cana put my balls in her mouth and licked my pussy.

"God! Your mouths so warm."

Cana took my balls out and squeezed them with her hand before putting my cock back in her mouth. She sucked a few more times before I felt my orgasm coming.

"Cana I'm gonna! AH!" I put my hands on her head and forced her to swallow all of my cum.

Cana struggled to keep all the white slime in her mouth. After about ten seconds I finally stopped cumming. Cana looked up and had sperm dribbling out her mouth.

"Yum" she licked her lips "Thanks for breakfast." Cana got out of bed and put her panties and jeans back on.

"Are you going?" I asked.

"Yeah I've got a job to go on." She said tying her bikini top "Last night was great Lucy. I'm a little sore but it was worth it, you were amazing"

I blushed at her compliment "Thanks it felt weird I've never done anything besides jack off with this."

"So you were born with it?" Cana asked.

"Yeah." I explained "And you're the only person who knows I have it."

"Don't worry I'll keep your secret." She said "I'd love to talk more but I gotta run." She walked up and kissed my cheek and whispered "We should do this again some time."

I watched Cana's butt jiggle as she let herself out.

Last night was amazing. If that was what Cana was like I wonder how the other girls are. I wonder how they'd feel about finding out my secret. Do I wanna go after more of the girls from the guild? What about boys?

* * *

 

**A Week Later**

About a week passed after my amazing night with Cana. We hadn't done anything again yet but she did talk to me at the guild.

"So Lucy now that you've gotten your dick wet are you gonna use it on some other people?" Cana asked "I don't mind sharing."

I blushed "I'd be lying if I said I hadn't thought about it."

"Well then just do it." Cana said "Everyone here is your friend no one will judge you for what's in your pants. Pick a girl and go get that pussy!"

"Don't be so loud!" I said calming her "It's not that simple, I can't just walk up to…I don't know Erza, and say 'Hey let's fuck'"

"Why not Erza's a naughty girl, look at those books she reads. I bet she'd be up for trying the real thing."

I can't help but imagine Erza riding my big cock and screaming out my name.

"Earth to Lucy." Cana shook my shoulder "You there?"

"Oh yeah sorry just got lost in thought…"

"Lucy I have a question."

"Yeah Cana." I said looking at her.

"I know we fucked but, are you a lesbian?" she asked.

"Kinda. I'm bi." I explained "I've never been with a man but they do turn me on."

"So who turns you on?" she asked slyly "Natsu?"

I gulped.

"Ohh he does." Cana smirked.

Natsu…pining me against the wall and taking me from behind. Him plowing my pussy and making me scream his name while my cock and balls flop around….UGH YES!

"Hey Lucy!" the man in question said sitting next to me.

"Natsu!"

"Something wrong?" he asked.

"No." I said standing up "It's late I should get going."

"See you tomorrow." He yelled.

"Bye Lucy." Cana added with a wink.

I was making my way out of the guild when I bumped into Erza.

"Oh Lucy."

"Hi Erza." I said quickly.

"Are you sick? You're all red." She said.

"No I'm fine, just a little tired is all."

"Nonsense you look ill."

"I'm fine Erza."

The woman grabbed my arm and pulled me into her armored chest.

"Ow"

"You're coming with me." She said pulling me out of the guild.

"Erza I really just want to go home and go to bed."

"You're sick Lucy. You'll be staying in my room at the girl's dorm so I can keep an eye on you."

"Erza please!"

"No buts!"

* * *

 

Erza had refused to let me leave and forced me to stay in her room that night. She lent me pajamas, just shorts and a tee-shirt. After forcing me into the bed Erza Re-quipped into her pajamas, a tank top and shorts like the ones I was wearing, and climbed into bed.

"Erza. I can sleep on the couch."

Please let me. The tank top I too reveling.

"No Lucy you are my guest and you're sick. The bed's big enough to share."

Her king size bed was large. The two of us both had plenty of room, a foot or two between us.

Erza tuned off the light "Goodnight Lucy, feel better in the morning."

It didn't take long for Erza to fall asleep. I had difficulties getting to sleep. Partially because it was an unfamiliar bed and the second was because Erza was only a foot away from me. The way her large breast were squeezed into the tiny tank top, or how her hair fell on her sleeping face, and her plump lips just inches from my face. All of these factors contributed to the raging hard on that was keeping me awake.

This thing just won't calm down, come on I want to sleep!

I looked and saw Erza appeared to be fast asleep.

I'm taking a huge risk here…

I reached down and moved my shorts and my boner sprung free of its confines. I wrapped my hand around it and started to rub one out.

If I can just relieve this maybe I can fall asleep.

I bit my lip to keep my moans to a minimum as to not wake Erza. I looked over and Erza's body just inches away.

At least I have something to look at.

I kept jacking off and I felt my orgasm cumming as my hand jerked up and down.

"Hmmmm…!" I brief moan slipped out as the ropes of thick semen shot out of my cock.

I looked over and Erza moved in her sleep but then settled back down.

"Phew…"

Then Erza opened her eyes "Lucy?"

I just sat there, with my hand wrapped around my cock.

Erza eyes moved down "What!"

I slapped my free hand over her mouth "Not so loud."

I moved my hand "Lucy is that…"

"A penis, yes I have both male and female parts okay. I was trying to keep it a secret but I couldn't help myself."

Erza looked down at her body and then at my hard on "I did that?"

I blushed "You're very pretty Erza."

"It's like something out of one of my books…can I touch it?"

"What?!"

"Please Lucy."

"I don't know Erza… Okay but be gentle it's very sensitive."

Erza poked at my penis, which was still covered in cum from my personal time a minute ago "It's so…large."

"I guess I'm just blessed." I joked "Big boobs, big balls, and a big dick." Erza squeezed my penis and I gasped "Erza not so rough."

"This goo on it…is this semen?"

"Yeah I had just finished taking care of myself when you woke up."

"I didn't realize it was this sticky." Erza said pulling her finger back and having a trail of cum pull back with her finger.

I felt my breaths getting shallow as Erza poked and pulled at my male parts.

"Okay Erza I think that's enough."

She didn't answer she just kept touching.

"Erza stop I'm gonna…Ahh!" I started cumming again at cum shot into the air and landed on Erza's breasts.

She looked down and her breasts "It's so warm."

My chest was heaving up and down as I tried to catch my breath from the last orgasm.

"I'm sorry Erza it wasn't on purpose."

"No it's fine." She looked at me "It feels good."

We sat there for a second and I slowly moved closer to Erza and whispered her name. I rubbed my hand over her arm and placed my lips over hers. Erza didn't put up any resistance and kissed me back.

"Lucy…" Erza moaned as I broke the kiss.

"Erza…" I placed my hand over her right breast and played with her nipple through her shirt "I want you…"

"Take me then." Erza said "Make me feel good, like in the stories."

I sat up and moved Erza so her butt was facing me. I rubbed my hands over her sizeable butt and slowly moved her shorts and underwear down.

Her pussy was already soaked "Damn Erza you dripping."

"Please Lucy." She said wiggling her butt in the air and turning her head to face me.

I moved myself close to her entrance "Erza this might hurt a bit." I slowly slid myself inside Erza but was surprised to find she had no hymen "Erza…you're not a virgin?"

"I am." She moaned "It broke in battle a few years ago."

I pushed in a little deeper into Erza and let myself get comfortable.

She's tighter than Cana.

Erza started moving back and forth sending pleasure through my body. I started matching her movements with my own thrusts.

"Ha…ah…ah…Lucy this feels so good." Erza moaned.

"You're so warm Erza. My dick feels great inside you." I told her.

I gave Erza a smack on the ass and she gasped "Lucy!"

"Not so loud Erza you don't want the whole dorm coming in here."

With each thrust Erza moaned more and more. My boobs jiggled with every movement making me feel even better. I leaned forward and stood on the tips of my toes while a rammed into Erza's amazing snatch.

"Lucy! It's so good!" Erza groaned "It's better than the books made it sound. The thickness…Ugh! Destroy my with your cock!"

"My pleasure." I said moving my hips even faster "You're mine now Erza. This pussy is mine and no one else's."

What am I saying? I can barely control myself.

"Yes Lucy. I'm you bitch. You can fuck me whenever you need relief!"

I thrust into Erza a few more times "I'm close Erza just a little more."

My balls smacked into Erza's thighs a few more times "Here it comes! ERZA!"

I started cumming in Erza's amazing pussy and filling her full of my cum.

"Lucy! It's so good! So warm!"

I shot a few more ropes of spunk into Erza before I pulled out and flopped on the bed next to her. My breasts bounced around as I hit the bed. That was when I realized Erza hadn't taken her shirt off while we were having sex.

I wanna see those jugs.

"Take your shirt off." I told her.

Erza obliged and I got a view of her large globes.

"How big are these things?'

"E" Erza answered.

"Not as big as me but large nonetheless." I moved Erza down towards my penis "Use those wonderful breasts of yours."

Erza wrapped her breast around my limp cock and started mashing them into the organ. It didn't take long for me to get hard again and Erza started using her breasts to give me pleasure.

"You're breasts are so soft Erza. They feel great wrapped around my cock."

Erza moved her head up and took the tip of my man part into her mouth and started licking the head.

"Oh yeah that's it Erza. I'm gonna cum soon; I want you to let it get all over your pretty face and big boobies."

"I want it." Erza said moving her breast faster.

"Hungggg!" I started orgasaming and shooting sperm into the air.

The cum flew up and came back and splashed all over Erza breasts and on her face. She looked up and me and there was jizz in her hair and on one of her eyelids.

"That's hot." I told her "Come here."

Erza climbed over me and I kissed her and licked the cum off her eye.

"Get some sleep. We're gonna have fun tomorrow morning in the shower."

* * *

 

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please don't be afraid to leave a suggestion for who you like to see Lucy have her way with next.**

**Till next time.**


	3. Model Woman- Mirajane

_talics indicate thinking_

* * *

**Lucy's POV**

_That feeling of the hot water from the shower cascading down your body while you get a blowjob…it's incredible._

"That's great Erza." I said looking down at the woman going down on me.

The way Erza looked at me through her scarlet hair as she blew me was so hot. The water from the shower running down my back felt good too.

Erza took me out of her mouth but kept moving her hand "Didn't we come in here to get clean?"

"You made me get that so you have to take care of it." I told her "Those are the rules."

Erza licked her lips "I like that rule." Erza gave my cock a good lick before putting the whole thing back in her mouth.

"Mmmmm I'm getting close Erza." I moaned.

Erza increased her speed and I orgasmed. Erza swallowed all of the juice that came out and released me with a pop.

"We really do need to get cleaned up." She said placing her hands on my breasts "Let me wash your back."

Erza turned me around and washed my back for me "So how long have you had that?"

"Forever…" I went to explain the rest of the story, including the night with Cana "You and Cana are the only ones who know so let's keep it that way."

"Of course you'll tell people on a gradual basis. You can do it when you're ready."

"Yeah something like that…"

* * *

**A Few Days Later.**

After the night with Erza I made sure to let Cana know the she knew. Cana of course wasted no time congratulating me and Erza. I haven't done much with either of them the last few days. I keep thinking about how weird it is that these two were just so accepting, and turned on so much they had sex the night they found out.

_Can I keep this up, slowly going person by person until I've had them all?_

"Something bothering you Lucy?" Mira asked coming up to me at the bar.

"Oh Mira, no I'm fine just a little bored is all."

I looked at the rest of the guild and realized that almost everyone was gone. I looked at the clock next and saw it was almost midnight.

"When did it get so late?" I said.

"Time flies." Mira joked.

"Yeah I guess it does, everyone's almost gone." I added.

Mira and I talked for a little longer and when I turned back, everyone was gone.

"I guess I should clean up." Mira said.

"I'll give you a hand."

"No Lucy you don't have to."

"Please Mira let me." I told her.

I helped Mira sweep and wash some dishes. We locked the door and got ready to head out when she remembered she had to put some boxes away.

"What's in these things?" I asked "they aren't too heavy."

"Mostly files and other paperwork." Mira explained.

Mira slid a ladder over and started climbing it to put the box on the upper shelf. I watched as she went higher and higher.

_Mira's got a big butt…_

"Lucy can you hand me that other box?" Mira said.

I passed her the box and watch as she put it on the shelf. I looked up and I could see up her dress, and i was quite surprised.

_Mira isn't wearing panties!_

"Next box."

"Uhh…Uhh sure Mira." I stuttered.

"You okay Lucy?" Mira asked.

I gulped "Just fine."

_I can see everything. That huge ass and her folds…Sexy..._

Mira came down off the ladder "All done let's go."

I pinned Mira against the wall.

_Lucy wants!_

"Lucy what are you doing!"

I licked Mira's neck before moving a hand under her dress "No panties Mira? You naughty girl."

I ran my fingers over Mira's slit and she shivered "Lucy stop this right now."

I kissed at Mira's neck "Why no panties Mira? Did you think no one would notice, because I did?"

"Lucy stop it…" Mira gasped as I put a finger inside her.

"Stop resisting Mira, you know you want it."

"No…stop." her nails dug into my arm

I moved the dress out of the way and started licking Mira's womanhood.

"No...St…St…Don't stop!" Mira yelled "Ahhaaa!"

I kept licking at Mira.

_So this is what that mature model from the magazines is like. I used to have such a crush on Mira now I get to have her for myself._

"OHH! Lucy!" Mira yelled and she orgasmed from my tongue alone.

Mira slid down and slumped against the wall and sat there panting.

I took of my belt and undid the button on my shorts "Don't get comfortable we still have a lot of work to do."

I pulled my dick out and stuck it in Mira's face.

"Is that?!"

"Questions later, pleasure now." I said "I used my mouth so you use yours."

Mira swallowed and moved closer "It's so big…" Mira then moved her head and licked up the shaft.

Mira got the meat all wet before she took it into her mouth.

"Ohh yeah that's it." I moaned as Mira bobbed her head up and down on my penis.

I looked down and I could see down Mira's dress and get a look at those massive boobs. I moved my hand to the back and undid the strings so the garment fell off. Mira's large breast sagged a little as the dress fell. Mira took me out of her mouth and stood up to get out of the dress. She kept rubbing my dick while she looked me in the eye and helped me take off my shirt and bra.

"Lucy, you really should be a model." She said wrapping her breast around my cock.

"I'd love to but this would get in the way."

Mira shoved her face into her cleavage and took me back into her mouth.

"Ohh…Mira I'm so close!"

Mira moved her chest faster and faster and started running her tongue over my cock while it was in her mouth.

"Oh Shit Mira here it comes!"

Mira made one swift motion and deep throated me as I started cumming. Mira made all kinds off sexy gagging and slurping sounds as I came.

I slid out of Mira's mouth and she coughed a few time "Lucy it tastes so good."

I helped Mira off the floor and had her face the wall "Say it Mira…"

"I want you inside me Lucy. Put you girly penis in me."

"What was that?"

"Please fuck me!" Mira screamed with a pout.

I moved close to Mira's entrance and started to slide myself in.

_She's like Erza no hymen, but she's a little looser than Erza._

"Mira where is it?"

"I lost it years ago." She moaned as I slide in and out of her.

"You were a slut weren't you Mira.

"No…no…I wasn't…" she couldn't get the words out through her moans.

I pulled out of Mira and turned her around to face me.

"Look me in the eye and say it." I picked up her left leg and teased her entrance.

Mira's face was all red as she panted "I used to be a slut! I used to go on jobs far away and let boys do me!"

"That a girl." I pushed back into Mira.

"It's so big!"

"You're the first non-virgin I've had." I told her as i slammed into her vagina "You feel so good. The walls of your pussy are rubbing me all over."

"Harder Lucy! I'm close!" Mira yelled leaning in and mashing our breast together.

"You're going to cum so easily Mira. I'm not even close to finished."

"AHHH!" Mira yelled orgasaming while I was still inside her.

"You're such a naughty girl" I teased and she put her head into the crook of my neck and kissed it "I still have a ways to go before we're done."

I picked up my pace and slammed into Mira harder. Mira moaned into my ear as I went deeper and deeper into her.

"Lucy…I'm gonna cum again." Mira whispered.

"Boy Mira you have no tolerance!" I said going slower "We'll have to work on that."

"Please teach me!" Mira yelled as her pussy clenched and hugged my dick.

_That was her second._

I pulled out and moved Mira around so she was lying on the floor with me on top of her. I slowly slid back into Mira making her moan loudly.

"Lucy!"

"God Mira you may not be a virgin but you so tight."

I started thrusting into Mira again, watching her breast wobble with every thrust.

"You know Mira." I said feeling my balls slap into her ass "I've always had a crush on you. You always looked so mature yet innocent. I used the magazines with you as the centerfold to relive stress all the time."

"I've never had someone tell me that." Mira said "I love it! To be looked at like that! It makes me so wet!"

I thrust a few more times and felt my balls clench "I'm gonna cum soon Mira!"

"Cum inside me Lucy. It's okay I'm careful."

I trust a few more times "MIRA!"

"I'm doing it again LUCY!"

I jizzed inside Mira and fell forward lying on top of her.

"That was…incredible Mira." I said panting.

"We really should go." Mira said "I don't want to fall asleep here and have someone walk in on us like this in the morning."

"Your house?"

"Yeah it's closer."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Feel free to suggest who you'd like to see Lucy with next.**

**We'll probably progress some of the actual plot soon and move the cannon story forward to get more girls involved.**

**Till next time. Happy Halloween  
**

 


	4. Best Friend- Levy

_Italics indicate thinking._

* * *

**Lucy's POV**

After our time in the storage room Mira and I headed back to her house to continue our activities. On the way there I filled her in on the story. We went at it for most of the night before we finally passed out. When I woke up the next morning Mira was still asleep. I had never seen Mira without her hair tied up in the front. The way her bangs fell over her face was cute.

I nudged her shoulder "Mira?"

She just kept sleeping.

_We went pretty hard last night she must be exhausted. I don't want her to be late for work so I should wake her up._

Still naked, I sat up in the bed and turned towards Mira.

"I bet this will wake you up."

I put my dick near Mira's face and started masturbating. I sat there jacking off to Mira's cute face.

_It's like the magazines but not…_

It didn't take me long to climax and blow my load all over Mira's pretty face. I leaned back at looked at Mira face, which was now covered in my hot seed. Her face twitched and Mira's eyes opened.

"Good morning." Mira said before noticing what had happened to her face "You're so mean. This will take me forever to clean up."

"I tried wakening you up normally but you didn't stir."

Mira got out of bed and stood by the nightstand digging around for something to wipe her face off with. Her butt was in full view so I leaned over and gave it a strong smack.

"Eep!"

"Sometimes people are so entranced by your breasts they forget you have a great ass too."

"Thanks for the compliment." Mira said going towards the bathroom.

"I'd love to join you but I should get home, I have some stuff to do." I said pulling my panties up.

Mira walked over and gave me a kiss "Will I see you at the guild later?"

"Yeah I'll see you around." I said stepping out the door.

* * *

**That night at Lucy's House**

I was sitting at my desk when there was a knock at my door, I answered and found Levy there "Hi Levy do you need something?"

"I just wanted to stop by and see my friend." Levy said.

"Okay, would you like something to drink?" I said making myself some coffee.

"Tea is fine." Levy said.

I poured the drinks and brought them back to the table. Levy and I talked for a while but the entire time she seemed nervous about something.

"Levy is everything alright?"

"I'm fine…"

"Levy?"

"Lucy can we talk about something."

"Of course you can talk to me about anything." I told her.

"I think I saw something the other day…"

"I don't understand."

"I saw you in Erza's room the other night."

"Uhh."

"I was in my room when…"

* * *

**Levy's Flashback.**

_What is that noise?_

I got up and walked down the hall and heard strange noises coming from Erza's room. I pushed the door open a little and was astonished by what a saw.

"Okay Erza that's enough." Lucy said.

I looked and saw Erza was poking at something hidden in the shadows.

"Erza stop I'm gonna…Ahh!"

Something shot into the air and landed on Erza's breasts.

"It's so warm."

Erza and Lucy talked for a few seconds before Lucy leaned in and kissed Erza. I covered my mouth to muffle the gasp. The two stopped kissing and Erza moved around and Lucy rubbed her hands over Erza's butt before pulling her pants off.

_Are they gonna?_

Lucy climbed up by Erza's butt and whispered something into her ear.

"Not so loud Erza you don't want the whole dorm coming in here."

Lucy moved again and again.

"Lucy! It's so good!" Erza yelled out "It's better than the books made it sound. The thickness…Ugh! Destroy me with your cock!"

_What!_

The clouds moved and moonlight bled into the room showing me the full view of the situation. Lucy was on her tiptoes and she was plowing into Erza.

_Lucy has a penis!_

"Oh my God." I whispered to myself.

"I'm close Erza just a little more."

There was a loud smacking sound as Lucy moved her hips.

_I feel funny._

I looked down and realized I was soaking wet. I lowered my hand into my shorts and put two fingers into my vagina.

_I'm watching two of my best female friends have sex. And one of them is also a man?_

I went back to my room and spent most of the night with my hand down my shorts.

_Lucy…I want you to do things like that to me._

* * *

**Back in the present-Lucy's POV**

"Did I really see those things that night Lucy? Or was it a dream?"

"Levy…It was real."

"I see…Ever since that night I haven't been able to get the images out of my head." Levy wiggled in her seat "I'm your best friend how come you didn't tell me?"

"There's no easy way to bring it up something about my body in conversation." I explained.

"I guess…" Levy looked up and traced my body "You're so much prettier than me."

"That's not true." I told her "You're beautiful Levy."

"Yeah right." She put a hand on her chest "I'm the smallest girl in the guild; no one will even give me the time of day."

"Just cause you don't have big boobs doesn't mean you're not pretty." I told her.

"Do you really mean it…That I'm pretty?" She said.

"You're gorgeous Levy." I said hugging her "You don't need boobs to be attractive. Besides maybe you're just a late bloomer."

"I hope so." She said breaking the hug "When I was growing up it was so awkward watching the other girls grown into women and I just stayed the same." I ran a hand through Levy's hair and she smiled "and then you came and the average cup size got even higher."

"Yeah these suckers a big, but they're heavy." I told her.

"And not only that but you have that thing in your pants. Why are you so beautiful Lucy?"

"Well some people would say that have both types of equipment downstairs isn't attractive."

"Well Erza thought it was." Levy smirked "I recall her telling you she was "Your bitch."

I blushed at that "Uhh yeah."

Levy leaned forward "Can I be your bitch to?"

"Levy?!"

Levy's hand shot forward and grouped my breast making me moan. Levy pulled at my blouse tearing the buttons off the shirt and making my bra encased breast come out into the air.

"I didn't know you were so forward Levy."

Levy skipped over and locked the door and closed the curtains before coming back and pulling my left breast out of my bra.

"Even before I learned you had a penis you made me wet." Levy said "I've been attracted to you from the second I saw you." Levy moved her tongue and flicked my nipple.

"Ohh…"

"These are so big Lucy; I want a pair just like them." Levy said nibbling my breast.

I slid my hand up Levy's shirt and tweaked her nipple.

"Ahh!"

Levy took her shirt off and I sucked he tiny breast.

"Lucy~"

Levy moved her head down and shoved herself into my cleavage "Mhmp!" Levy said something but it was inaudible from between my breast.

Levy Started motor-boating me and I couldn't help but laugh.

_She really does like big boobs._

I moved my hands down and ran them over Levy's tight butt. Still trapped within the glory of my large chest Levy moved her hand into my sweatpants and brushed by my cock.

She came out of my cleavage for air but left her hand in my pants "Lucy do you also have?"

"A vag? Yeah move you hand lower." I instructed.

Levy moved her hand and shoved a finger into me.

"Ohh! Levy!"

Levy suddenly stopped moving her finger "You're a virgin?"

"Only as a girl." I said leaning forward and kissing Levy "But I'd love for you to take it."

Levy continued to tease my female parts without taking my pants off. Suddenly Levy thrust her fingers deep and tore my virginity away.

"AHHH!"

It hurt but it also felt incredible. Levy pushed me back and kissed my neck while I calmed down from the pain. I wriggled free of Levy's grip and stood up pulling my pants off.

"It's huge!" Levy said in awe of my manhood.

I gave it a few jerks while Levy got out of her clothes, first the tee-shirt, then the jeans. When she took the jeans off she reviled she was wearing a black thong.

"Leave the panties on." I told her.

Levy walked up and jumped into my arms wrapping her arms around my neck and her legs around my waist. We made out for a while when I felt my dick rub against Levy's butt.

"Levy you have such a cute ass." I said giving it a squeeze.

I moved my hands and ripped Levy's thong off.

"I liked those." She whined.

"And I liked that blouse."

Levy moved back and I lined myself up with her entrance.

"Are you ready Levy?"

"I want you Lucy." Levy slowly moved her body down and moaned as I was pushed into her "Hmm! It fells so nice. I feel stuffed."

"Levy? Where is it?"

"I took it myself a long time ago. I remember that night; I was masturbating to Erza's big boobies! But that dildo is nothing like this! Lucy you're so good!"

Levy moved herself up and down as we stood in the center of the room. Sex standing up felt great. I felt so strong holding Levy up like that as she gave me pleasure.

"Levy you feel so good. So warm and tight."

I smashed my breasts into Levy's tiny body as Levy started orgasaming.

"Lucy!"

I pinned Levy against the wall while still holding her up and thrusting.

"I'm almost there Levy." I moaned.

"Fill me up Lucy! I want your semen leaking out of me!"

I let out a groan "Fuck! LEVY!" I started spewing cum into Levy's pussy.

"Ohh! LUCY it's so nice!"

It took me a few seconds to calm down off the high of my orgasm and lower Levy back to the ground. As soon as my dick left her body I saw cum dripping down her inner thighs. Levy immediately got to her knees and started playing with my dick trying to get it hard again.

"Come on I want more." Levy cooed.

It didn't take long for me to get my boner back.

"There it is." Levy said as she took me into her mouth.

"Your mouth's so nice Levy." I said running my hand through her hair.

Levy swirled her tongue around in her mouth sending pleasure coursing through me.

Levy took me out of her mouth and rubbed my cock with her hand "Come on cum for me Lucy, I wanna taste your delicious cum."

Levy licked up my shaft a few times before swallowing me again and sucking harder than before.

"This is the best BJ ever Levy, I'm gonna cum!" my hips jerked forward and I started cumming in Levy's mouth.

Levy swallowed almost all of it and then she stood up and kissed me, spitting some of my own seed into my mouth. As we broke the kiss the semen trailed between our lips.

"Yum." We both said.

Levy went over to the bed and spread her legs "I can go all night." She said as some cum fell out of her mouth and onto her tiny chest.

"You're incredible Levy." I started making my way over to the bed.

"I don't think we'll be getting much sleep." She said as I got into the bed with her "And I'm gonna have trouble walking in the morning."

"Well we can always stay in bed until it goes away." I winked pulling the covers over us.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please don't hesitate to recommend who you'd like to see next. We'll be starting the Oracion Seis arc in the next chapter BTW.**

**Till next time.**

 


	5. In the Arms of an- Angel

_Italics indicate thinking._

**Lucy's POV**

* * *

I sat up in bed, stretched and let out a yawn. I looked over and saw Levy was still asleep next to me.

"Good morning." She said opening her eye halfway.

I laid back down "Morning"

Levy laid her head down on my chest and sighed "Last night was…fun."

"Something like that." I said.

Levy moved the covers, crawled to my crotch and put my hand on my penis "Jack off." She instructed.

Levy moved my balls out of the way and licked my vagina "Ahh!"

Levy kept probing her tongue in and out of me while I masturbated with my male parts. Every time I jerked my penis my balls would move and hit Levy in the face.

Levy lay at the bottom of the bed eating my out "You taste great Lucy and it feels great when you slap my face with those big balls. They smell so musky."

"Your tongue is great Levy." I moaned as she ate me out.

Levy kept attacking my pussy while I rubbed one out inches away from her.

"Shit Levy!" I orgasmed and spewed fluids out of both genitalia. The resulting climax covered Levy's face in my juices and my stomach in warm semen.

"What a way to wake up." Levy said climbing off the bed and going into the bathroom.

"I'll be right there." I said sliding onto the floor and stretching again.

* * *

After another quickie in the shower Levy and I went to the guild where I found out I was getting shipped off with the rest of Team Natsu. We were supposed to destroy a dark guild with the help of some other guilds. I whined about having to go saying that I wasn't really strong enough but I got dragged along anyway.

On the carriage ride their Natsu spent half the time on my lap trying not to barf. It was awkward making sure he didn't touch certain things, but I managed to keep myself in check.

"We're here!" Happy yelled as we pulled up to a mansion.

We went inside the big house and I didn't take long for Blue Pegasus to introduce themselves and try and hit on Erza and me. We brushed their advances off.

_They are clearly overcompensating for something._

Then a vile creature called Ichiya introduced himself, or maybe itself? We nearly got into a fight with Blue Pegasus over the way they were treating Natsu and Gray. Erza was having a trouble dealing with Ichiya's advances so she kicked him towards the door. That even let us know Lamia Scale had arrived. Lyon wasted no time talking smack to Gray.

"Whaa!" I fell flat on my face when the rug I was standing on came alive and threw me off.

_I know that magic._

I saw that Sherry was also here. She had a pretty different look compared to the last time I saw her. The pigtails were gone and replaced with some kind of rat's nest hairdo. Her gothic corset style dress had also been swapped out for a long pink gown. Despite her new look her sheer unwarranted hatred for me was still around.

"Yeah nice to see you to." I deadpanned when she introduced herself.

Eventually everybody but the member from Cait Shelter had arrived. A little girl came in and face planted in the center of the room before quickly begging us not to send her home.

Her name was Wendy. She had long blue hair and a cute face. She couldn't have been more than twelve or thirteen.

_I wonder what she'd look like if she was my age, probably smoking hot. No Lucy you can't think about that she's a little girl._

We got the run down on these Oracion Sies people. They had six members, five men and one woman. The woman was called Angel. The pictures of her were blurry but she appeared to be wearing a very revealing dress.

"I'll just stay in the back." I told them not wanting to get killed.

* * *

_How'd I get into this situation!_

At this current moment in time I'm in a river facing down with Angel. I climbed into the water to try and save Natsu but he floated away, Happy got frozen and I don't know where the hell Hibiki is.

_My only saving grace is that we're in this river._

" **Aquarius!"**

I summoned my strongest spirit to wash away that smug bitch.

" **Scorpio!"**

And so my strongest spirit abandoned me to go out with her boyfriend.

" **Loke!"**

"You just leave this to me Lucy."

" **Aries!"**

_What the!_

Angel summoned a beautiful woman with pink hair and ram horns.

_I see why Karen used her the way she did. Aries is very attractive; any man would be pleased with her._

I tried to send Loke back but he and Aries insisted on fighting each other.

" **Caelum!"** A laser shot past and tore a hole through Loke and Aries.

"NO!"

I berated Angel for how she treated the spirits but she mostly blew me off. I used Taurus next but Gemini but the ax on that plan rather quickly. I demanded Angel let Aries go but as expected she told me to suck it.

_You can suck something alright!_

"Gemini kill her."

_So this is how I'm gonna die huh?_

"We…can't do it. She loves us."

"Out of my sight you trash!"

My brain suddenly felt like it was about to explode when I heard someone talking to me.

_I went to go after Wendy. I left this download for you before I left._

I don't know what happened next but when I looked up Angel was on the floor defeated.

"Yay me!"

I stumbled my way over to Angel who was crawling to the shore line.

"What do you want bitch?"

I smirked "You said Gemini can read memories right?"

"What about it."

"Then you must know what I really am."

Her face darkened "Maybe."

I licked my lips "I won don't you think it's fair for me to get a prize?"

"What..?"

I shot forward and tackled Angel to the ground.

"Stop it you freak!"

I kissed her neck "You smell so nice."

"Ha…Ha…get away…from me."

I groped Angel's sizable breast through her feathered dress. Since Erza had taken my belt earlier it wasn't too difficult for me to get my cock out.

I sat Angel up in front of me "Suck it."

She kept her mouth closed and looked away.

I slapped her face with my dick "I said suck."

She still wouldn't give me the pleasure I sought.

I ran my hand along her face "Come on Angel, we can be friends. You spend all that time with those five men I bet you just want some girl time."

Angel gave me an evil look "What are you saying?"

"I need relief and I wager you want some to, let's help each other out."

I look passed over her face like she thought about accepting the offer before turning away.

"You leave my no choice." I grabbed her hair and forced her head to turn, she resisted but I forced myself into her mouth "You have and heavenly mouth."

_Ugh that was lame._

I stood there thrusting into Angel's mouth causing her to gag. My balls kept slapping into her chin with every thrust.

"Ugh!" I groaned in pleasure "You love this don't you?"

Angel just made some sloppy gagging noises in response.

"I'll take that as a yes."

I pulled out of her mouth for a split second to let Angel catch her breath "You Bit…Bleh!' before she could finish her sentence I shoved myself back into her mouth.

"You have such a nice mouth, I can get so much in." I told her.

I stood there violating Angel's mouth for a while before I climaxed.

"Ohh! Here it comes." I forced Angel's head forward and I released in her mouth.

Since I wasn't letting go she had no choice but to swallow. Angel made a heinous gagging noise as the cum filled her throat. I pulled out of her mouth as Angel fell forward coughing and glared at me. I wasted no time taking my shirt off and exposing my breasts to the warm air.

I walked up and started to take off Angel's feathered clothing "What are you doing?"

"I'm not even close to finished." I told her "Just sit back and enjoy, I'll make you feel good."

The dress fell off and I took one of her breast into my hand and sucked the nipple.

"Ha~!"

"You're so beautiful Angel." I said rubbing my hand against her warmth.

I rubbed my fingers across her clitoris and made Angel moan even louder.

"You Bitch…I…I'll get you for this! AHH!"

Angel squirted all over my hand.

I licked my fingers clean and moved Angel over by a nearby tree "Put your hands on the tree. I want to make you feel good stop resisting."

Angel placed her hands in the tree as instructed and I teased her entrance.

"Mmmmm." Angel turned her head and bit her lip to hold in a moan.

I slowly slid into Angel but wasn't surprised to discover she wasn't a virgin.

"You dirty girl." I started pulling Angel's butt back and forth sending pleasure coursing through the both of us "You're squeezing the shit out of my dick."

Angel turned her head with a pout "I can't believe an angel like me is being violated by a filthy human like you."

"You like it." I told her thrusting harder "You were dripping when I took you dress off."

"What?! I was not!"

"Deny it all you want." I told her "Put you're turned on."

"I am not!" Angel said before she let out a groan "Shit!"

"Haha! See you are." I leaned forward and whispered into her ear "Relax, just let go."

Angel noticeable quivered at the statement and I stop thrusting.

"Just say it." I cooed "Just admit you want it."

Angel bit her lip and refused to say anything. I flicked one of her nipples making her gasp.

"Come on, it's just three words."

"…I…"

"Say it."

"I…I…"

I rubbed my hand over her ass cheeks "What was that?"

"I WANT IT! I want your big cock to tear me apart! Please fuck me!"

I jerked my hips forward "Good girl."

"HA!"

I started thrusting and at quick pace making Angel gasp and moan.

"It's so big!" Angel groaned "I feel like I'm being spilt in two!"

I gave Angel kisses on the back of her neck "More talk dirty."

"Please Lucy! Please don't stop fucking me! My pussy needs you!"

"I'm getting close Angel!" I moaned.

"More Lucy I want more of your sexy cock!"

"AHH! UGH!" I pulled out of Angel as I started cumming, spraying jizz all over her ass and back.

"I wasn't done yet." Angel said turning her head.

_I want to try something._

"Don't worry there's still plenty of things we can do." I said rubbing my lubed up rod over her other hole.

"You wouldn't."

"I've never done Anal before." I smirked

"No don't! AAGHHH!"

I forced my way into Angel's butt and she screamed.

_It feels like a vagina just way tighter._

I slowly started moving my hips forward making Angel groan in pain and pleasure.

"Give me more warning next time jerk." Angel said adjusting her hands on the tree.

"How does it feel?"

"It hurt for a bit but now it's good."

I slammed my hips into Angels' ass for a while until she started climaxing.

"Lucy I'm gonna….I'm gonna cum from having your fat cock in my ass!"

"Me to. Cum with me Angel."

"Mmmmm! LUCY!"

I started filling Angel's butt with hot spunk "ANGEL!"

After about a minute I managed to slide out of Angel. She let go of the tree and dropped to the ground in a heap.

"That was…amaze..." Angel fell asleep on the ground mid sentence.

"I'm so tired." I said as I fell back into the water.

Just as I passed out I thought I saw someone pull me out of the water.

_Who was that...?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**As always feel free to make suggestions about who you want to see in future chapters.**

**Since I always have the next chapter or two in my head (Thanks to suggestions form you) I decided to start giving you kind readers hints about who will be coming in the next chapter (Kinda like a preview).**

**Sometimes they may be obvious, others may be very obscure.**

**Next Chapter Hint- So the other day I was watching some old SNL sketches and that one with the fish blender came on…**

**Well then till next time.**

 


	6. Chapter 6: Blend Me- Sherry

_Italics indicate thinking_

* * *

**Lucy's POV**

"Where am I?" I looked down and saw someone had dressed me "And what's with this outfit?"

"They're clothes from the Spirt World. I dressed you." Virgo explained "I found you naked in the river. I dressed and tied up Miss Angel and provided you with clothing that I thought you would find suitable."

_Oh right after that stuff with Angel I passed out._

"So you saw me naked?" I asked Virgo "Did you see it?"

"What?" She asked "Are you referring to your penis, yes I did see. It was quite large. Very impressive Princess you should be proud."

"Don't say things like that, and keep your voice down."

"Punishment?"

"NO!"

_Although…no not with my spirits that would complicate our relationships._

"Please keep this between us Virgo. Aquarius is the only spirit who knows about that and I'd like to keep it like that. I guess Gemini knows too now."

"Of course Princess. I also dressed Sir Natsu."

I looked back and now the sleeping Natsu and I were dressed in matching outfits.

_This is so embarrassing; we're dressed like a couple…_

"Where's Jellal!" Natsu woke up screaming.

Virgo told us that while we had been asleep the light in the distance had turned from black to white. After harassing me about how Natsu and I acted Virgo returned home.

_What is her problem?_

There was a rustling in the trees and Sherry came out from the woods.

"Sherry. You okay, that's good."

"Fairy Tail…"

Then a tree came alive and tried to kill us.

_Bitch! You don't have to like me put killing me is way over the line!_

"Knock it off!" Gray said tackling the girl.

So apparently Sherry had her personality changed by Nirvana but when she found out Lyon was fine she returned to normal.

We went on to discuss Nirvana and what to do when the ground under us rose up.

* * *

We beat the Oracion Seis and destroyed Nirvana but the mood was soured when Jellal got dragged off to prison. Erza went off on her own and I don't know what to say so just gave her some space.

After we destroyed the lacrima running Nirvana Gemini gave me the keys for them, Aries and Scorpio. I'll get the contracts with them worked out later. We had left Erza by herself at the cliff and headed back to the village. Wendy told me that they had a hot spring if I wanted to go and take a bath. I checked and made sure no one was around and headed into the bath with just my towel on.

I moved the screen and was surprised to see a towel clad Sherry was sitting on the edge with her feet in the water.

"Oh Lucy."

"I'm sorry I'll come back later." I told her "I thought it was empty."

"You can stay." She said "I did try to kill you earlier the least I can do is share the bath with you."

_I really shouldn't…_

"Come on you already got out of your clothes no point in putting them back on."

"Umm…okay." I stepped into the water and made sure to keep my towel low around my waist.

"I'm sorry about earlier." Sherry said moving next to me in the water.

"It's okay, you weren't in control. It was an accident."

"I guess, but how can I spread Love if that's the way I act?"

"I don't really know. How come you changed your hair?" I asked her.

"I felt like trying something new." She said.

"I thought the pigtails looked better on you." I told her "But the more I look at it the more I like this new look."

"Thanks…you're not as bad as I thought." Sherry said with a smile.

"What's with that?" I asked her "You always act like I'm out to get you."

"In all honesty I'm a little jealous." She explained "You have such good looks."

"You're gorgeous too." I said "You have a great body."

I picked up a cloth and washed my arms and chest.

"Let me get your back." Sherry said moving behind me.

"You don't have to."

"Its fine." she said steeping out of the water without her towel.

_Wow she really is beautiful._

Sherry sat behind me and scrubbed my back diligently. I felt her breasts press up against my back a few times but I managed to keep myself in control.

"All done." Sherry said "Now you do me."

"A…Alright." I said fixing my towel and moving behind her.

"Why are you keeping you towel on, we're both women there's no need to be embarrassed."

_Yeah there kinda is._

I took the cloth and scrubbed Sherry's back. Just like her my large breasts rubbed against her back as I washed it.

"What the…" Sherry said.

"Something wrong Sherry?"

"It feels like something's poking me."

_Oh no!_

Sherry turned around and looked down and saw the tent in my towel.

"OH MY GOD!"

I stood up "Sherry this isn't what it looks like!"

My abrupt movement caused my towel to fall off and give Sherry a full view of my body. I snapped my hands down to cover myself.

"You pervert! You're a man and you're in the girl's bath!"

"No look!" I said moving my ball sack "I'm a girl too. Not that that makes it any better."

"Lucy what the hell are you?!"

"I'm a futanari." I told her

"I fell…so violated!" Sherry yelled.

"It was an accident I'm so sorry. I thought I had it under control." I told her "I'm so embarrassed. You're just so attractive I couldn't hold it back."

"Attractive? Is this Love?"

"Huh?"

"You getting like that, it must be Love."

"Umm…What?"

"This must be Love!" Sherry said walking up to me.

"I have no idea what you're talking about…Mhmp!" Sherry slammed her lips into mine.

After the initial shock I slowly started to kiss her back.

"Sherry." I whispered as we broke the kiss.

"The sparks…this must be Love…" Sherry said kissing me more.

Sherry grabbed my breasts and smashed them together.

"Sherry~" I ran my hair through Sherry's thick head of hair.

"I…I want more Love." Sherry said bouncing my breast around.

I stepped back and the two of us fell into the water. As soon as we surfaced our tongues were back in each other's mouth. I climbed out of the water and sat on the edge of the spa and spread my legs.

"Love…" Sherry swam forward as I played with my own clit.

_It's like she's in a trance._

Sherry wasted no time putting her head between my thighs and going to work. She took my whole girth into her mouth in one swift motion.

"So warm." I moaned as she bobbed her head.

"Do you feel the Love?" She said licking the shaft.

"I feel something alright." I said groping my own breast.

Sherry rolled my balls around in her hand as she sucked my dick.

"A little more Sherry I'm close."

"Give me your Love Lucy, I want your Love." Sherry said tickling my sack.

"Gaahh!" I moaned as I jizzed all over Sherry face.

She licked some off her lips "Your Love tastes wonderful."

Sherry climbed out of the water and straddled my hips and the edge of the bath. We kissed some more when Sherry wiggled around and placed my penis near her entrance.

"Give me all your Love." Sherry whined as she slid my dick into her.

"You're so tight." I said as she lowered herself more and more.

"There's so much Love!" Sherry moaned as she adjusted to having me inside her.

Sherry rolled her hips forward making me feel great. I sucked Sherry's neck as she moved her hips.

"Lucy~"

"Move faster Sherry." I instructed and the woman stared bouncing up and down on my hips.

"Ha AHH!" Sherry moaned as I was pushed deeper into her.

Sherry kept bouncing up and down moaning about Love.

"That's it Sherry just a little more, then I'll fill you with my Love."

"Give me all of it!" She said "I want all of your Love."

A few more hip movements and I felt the wave coming.

"Here it comes Sherry! AHHH!"

"LOVE!" Sherry yelled as I started filling her up with my seed.

I was surprised at how much went into her before I felt it start seeping out of her and onto me.

"Your Love feels so good inside me." Sherry said.

"Hi…"

I turned around and saw Erza had entered the bath, and she still looked depressed. Sherry was so filled with ecstasy she didn't even say anything about Erza walking in.

"How are you feeling?" I asked as Sherry stood up off my cock.

Erza just dropped her towel and walked over to me and rolled me over so I was on top of her.

"Please Lucy…"

"Erza are you okay?"

Erza quivered "Just make the pain go away." She said as a tear rolled down her cheek.

"Okay." I said kissing the tears away "I'll make you feel better."

I lined myself up and pushed into Erza causing her to moan.

"Lucy."

I started slow before gradually picking up my pace as I slid into and out of Erza. I looked over and saw Sherry had passed out by the side of the bath.

_I thought about a threesome but Erza needs me right now and Sherry would only get in the way._

I looked and saw my cum was still leaking out of Sherry.

_I never checked if it was okay to do that…I hope she's on the pill._

Erza turned my head back to her "Please don't look away. I need you."

"I'm sorry." I said going back to making Erza feel better.

Erza closed her eyes and let out shallow breaths as I made her feel good.

"Mmmmm Lucy. You feel so good."

"You're even better than the last time Erza." I said leaning forward and kissing her "Don't worry I'll make the sadness go away." I felt my and Erza's boobs smash together as we had sex on the floor of the hot spring.

"More Lucy…I…I'm almost there." Erza moaned

"Me too Erza." I said going slower.

"Inside me Lucy…I want to feel the warmth again. I need it to make the cold go away."

"If that's what you want." I said felling my orgasm coming "ERZA!"

"I feel it Lucy! This feels….HAAA!"

After a minute I pulled out if Erza and she got on top of me. And put her vagina in my face.

"Use your tongue to clean me out." She said.

_I think I'll mess with her a bit._

"Who do you think you're talking to?" I asked.

"Please Lucy."

"I recall you telling me you were my bitch; you're not supposed to make demands."

"Please Lucy~" Erza begged "Clean out your bitch's pussy!"

"Well when you put it like that." I said flicking my tongue over Erza's clit "Since you asked nicely."

I started eating Erza out and swallowing the mixture of cum and juices.

"Ohh~"

Erza moved her hips around as I devoured her delicious pussy.

"Mmmmm you taste so good Erza."

Erza started panting "Lucy…I can't hold it back! AHHH I'M CUMMING!"

Erza came all over my face and covered my in her juices.

"I guess I have to get back in the bath again." I said licking some of the juices away.

I slid into the bath and washed my face off as Erza picked up her towel.

"Thank you Lucy…I feel a little better."

"If you ever need anything just ask." I told her "Also stay out of my tent tonight." I instructed "Sherry and I will be sharing."

"I'd be happy to join the two of you." Erza said.

"No you take some more time to yourself. Besides I want to keep Sherry to myself a little longer."

"Alright then." Erza said with a smile as she left the bath.

I got out of the water and looked to the still sleeping Sherry. I left a warm present in her long pink hair before writing her a note and leaving the bath.

* * *

_We're going to share a tent tonight ;)_

_Love Lucy_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**As always feel free to suggest who you would like to see in a future chapter.**

**Next Chapter Hint- It's an incredible deal. Tomorrow only you can get two keys for the price of one. Plus we'll see another girl we've seen in a past chapter come by and please Lucy again.**

**Also those of you waiting for Lucy to get with a man that's coming in chapter 8, I have an interesting idea for what to do with that.**

**Till next time.**

 


	7. Chapter 7: Fine Print- Aries & Virgo

_Italics indicate thinking_

* * *

**Lucy's POV**

I had to say bye to Sherry after that but she promised to stop by once in a while. We went back to Fairy Tail after discovering that Wendy's guild was nothing but an illusion. Wendy was coming back with us since she had nowhere else to go now. While we were at the guild I wanted to talk to Levy but she wasn't around.

_I've been gone a few weeks and she's not even here to see me when I get back._

Mira said Levy was looking for me to so if she saw Levy she'd tell her to pay me a visit. So I headed back to my apartment and relaxed, wrote some of my book, and got the contracts with Gemini and Scorpio out of the way. I was about to get Aries done when there was a knock at my door.

"Hey Levy I was looking for you."

Levy walked passed me and into the apartment "I have something to show you" Levy was wearing a heavy zip up sweatshirt and sweatpants.

"Something wrong?"

_Wait a second…heavy sweatpants and sweatshirt. In a hurry…_

"You're not pregnant are you?!"

"What no!" Levy yelled.

"Oh good." I said calming down and taking a seat on the bed with Levy "So what's up."

"Well something interesting happened while you were gone." She explained as she opened the sweatshirt.

"What the hell!"

"I know right!"

I looked and Levy's naked chest and she had boobs. Not big ones like me but a decent size, probably a C cup or so.

"Where did these come from?" I asked.

"They just grew." She explaining "I guess I'm just a late bloomer like you said."

"This big so fast?" I asked.

"I thought I was weird too. I went to the crazy lady in the forest and she said I'm the picture of health and it must have been a growth spurt."

"That's so weird."

"They feel so good." Levy said grabbing them "I've wanted boobs my whole life and I finally got them. They bounce when I walk and I got to buy a bra."

"How big are they? I said squeezing one.

"They're C's"

"Wow." I said in awe.

They might have been on the smaller size of the guild but on Levy's tiny frame they looked big.

"So…" Levy looking up at me "Wanna take them for a test drive?"

"Yes please." I said getting out of my jeans.

I whipped my penis out and lay back as Levy wrapped her new breasts around my cock.

"Soft…" I mumbled.

"I've wanted to tit fuck a cock my whole life and now I can." Levy said lubing up her cleavage with spit and saliva.

Levy bounced her chest up and down sending pleasure coursing through me.

"Oh God they're great Levy."

"It feels so good do have your hard dick between my boobies!" Levy said then taking my girth in to her mouth.

"There's that mouth."

"Come on cum for me Lucy. Cover my boobs in your warm cum."

Levy kept egging me on trying to get me to blow my load.

"Levy I'm almost there."

"Come on Lucy paint my breasts white with you jizz."

"HAAA! LEVY!" I started spewing cum into the air.

The semen shot up and came back and covered Levy's new chest in warm white fluid.

Levy spread the jizz over her breasts and moaned "It's so warm, it feels so good. I love these things!"

"I like them to." I said licking her nipple and getting a taste of myself.

Levy moaned a few times before she pushed me away.

"I'd really like to stay for more but I have to go leave for a job." Levy explained with a kiss "I'll see you in a few days."

Levy put her sweatshirt back on and left.

"Man that was sexy." I groaned "Where'd those suckers come from?"

* * *

I sat around for a while thinking about Levy before deciding to work out a contract with Aries.

" **Aries!"**

The curvy pink haired ram appeared in front of my "I'm sorry."

"What are you sorry for you didn't do anything wrong." I told her.

"I'm sorry."

_She's so adorable._

"Calm down Aries I called you here to work out the contract."

"Okay."

Aries and I got down to business and ironed out the details of our contract.

"All right we're all set." I said with a smile.

"I'm so happy to work with you Miss Lucy."

"Just call me Lucy."

"I'm sorry." She panicked.

"Stop apologizing." I told her grabbing her arm "Relax, deep breaths."

Aries took a deep breath and her large chest rose and fell.

_HUNNGNGNG!_

I bit my lip to calm myself.

"Is something wrong Lucy?" Aries asked.

"Umm no I'm f…Fine." I stuttered.

I could feel the blood rushing to my pants every time I looked at Aries.

_She's my spirit I can't complicate things like that. But she's so cute._

"Lucy?" Aries said leaning forward and pressing her breasts together.

"A…Aries…can you back… back up a bit…"

"Umm okay." She said leaning back "Are you sure you're okay, I'm sorry did I do something wrong?"

_You did something. It's wrong and right._

I covered my raging hard on with my hands "No Aires you didn't do anything wrong."

"Lucy's there's something else I need to tell you." The ram said "You know that different spirits have different skills. Some are for combat and others for support."

"Which one are you?" I asked her.

"I…I'm designed for pleasure."

_Huh?_

"What?"

"There are two spirits meant for pleasure. We are meant to make our master happy, in whatever way they'd like." She explained leaning forward again "You look uncomfortable would you like me to make you feel good?"

"Aries what are you doing."

Aries rubbed my inner thigh "Please let me please my master."

I started to lose control and spread my legs for Aries.

*Poof* "What are you doing to the princess?"

"Virgo!" I said snapping my legs closed.

"Virgo…I'm sorry I was doing what we were made for."

_Made for…Aries said there were two spirits made for pleasure…is the other Virgo?_

"If you are going to please Princess there is something you should know." Virgo said walking up and yanking my pants off.

"Virgo!"

"Is that..."

"Yes the Princess is also a Prince." Virgo told her.

"I'm sorry I didn't know." Aries said.

"Princess please punish us for looking at you naked."

"I'm not gonna punish you." I told her "but…"

"Yes Princess."

"You two are made for pleasure right, so I guess I won't be complicating out relationship only strengthening it."

"I'm sorry what are you asking Lucy?" Aries said looking up with her innocent eyes.

"Do what you're made for." I told her "Please me."

Aries and Virgo looked at me and smiled "It would be our honor Princess."

The two kneeled down and looked at my penis.

"It's quite large." Aries said.

"The Princess is special." Virgo told her licking the shaft.

"Hmmm." I hummed as Vigor licked my fleshy rod.

"Aries please aid me." Virgo told her.

"I'm sorry." She said licking the head.

The two alternated licking my shaft.

"Please punish my mouth Princess." Virgo said swallowing me whole.

"Aries." I looked at the ram "I have other parts the need pleasure."

"Yes Ma'am" Aries moved my testicles out of the way and licked my pussy "You taste good."

"That's a good girl." I told her.

I took off my shirt while Aries ate me out and Virgo gave me head.

"You two are incredible." I complimented "I'm almost over the edge."

Virgo let out a wet moan as she sucked my cock.

"Virgo I'm gonna punish you, swallow it all."

Virgo deep throated my dick and I felt myself hitting the back of her throat.

"VIRGO!" I started cumming and filling Virgo's mouth with my thick semen.

While I was jizzing I looked down and saw Aries had her hand down her skit while she probed my womanhood.

*Bleh* Virgo took me out of her mouth and took a few deep breath "Princess it was so thick…so yummy."

"HAA!" I felt myself start orgasaming from Aries oral treatment.

I fell back onto the bed and Aries stood up from between my legs.

"You two take your clothes off." I told them.

The two obliged and Virgo slipped out of her uniform and Aries out of her soft wool. My spirits looked so sexy standing their naked next to each other. Their pale skin and pink hair complimented each other.

"Kiss." I told them as I started jacking off.

The two looked at each other before slowly moving in and kissing each other. I watched the two make out while I jacked off. It didn't take long for the two to grope each other's breasts.

"Mmmmm yeah." I said increasing my speed "Finger each other."

The two moved their hands lower and started putting their fingers inside each other.

"Virgo…haa." Aries moaned as the maid pumped in and out of her.

"Punish me Aires."

The two kept playing with each other while I watched in pleasure.

"You two come over here I'm gonna cum."

The two broke their lesbian time up and kneeled in front of us.

"I'm sorry."

"Punish us by covering us in your seed." Virgo said.

I rubbed my dick a few more times before covering Aries and Virgo's faces in cum.

"It's so warm." They both said licking it off each other.

"Up on the bed." I instructed.

The two climbed on the bed and Virgo climbed on top of Aries and their butts were facing me. Both of their pussys looked so inviting.

_Who to bang first?_

"Please punish me first Princess."

"No Miss Lucy I'm sorry accept my apology."

I thought about it and lined up with Aries first "Sorry Virgo, Aries was here first."

"I understand I shall be punished by being forced to wait." Virgo said kissing Aries.

"You ready?"

"I want you Miss Lucy."

I pushed into Aries welcoming pussy and groaned and the warmth.

"It feels so big!" Aries moaned.

I looked forward and saw Virgo's moist hole was right in front of me so I moved forward and gave it a lick.

"Princess!"

"You taste sweet Virgo."

I kept pounding Aries pussy while eating Virgo out. Virgo and Aries kept kissing and moaning at my movements.

"Lucy I'm gonna AHHH!" Aries orgasmed before I was done.

"I wasn't finished." I told her.

I moved up and pushed into Virgo.

"Princess!" Virgo yelled my name as I entered her warmth.

"Ohh Virgo you feel so good. Tight and warm"

"I feel like I'm being torn in two. You're so big Princess!"

Aries moved around under Virgo and started licking my balls while I fucked Virgo.

"Mmmmm Aries that feels good."

"You taste so delicious Aries." Virgo said flicking her tongue over Aries clit.

"Lucy your balls are so sweaty." Aries said licking them more.

"Aries…Lick harder put my sweaty balls in your mouth."

I felt my sack get swallowed up by Aries warm mouth.

"Princess I…I'm gonna..!"

"Me to Virgo I'm getting close." I said slapping her ass.

"Punish me more!" She said as I slapped her ass again.

"You have such a fat ass Virgo."

Aries made gagging noises as she moved my balls around in her mouth.

I felt sack tighten up "Virgo I gonna cum!"

"Fill me up Princess. Spirits can't get pregnant! Fill me with your seed!"

"VIRGO!"

"PRINCESS!" Virgo let out a loud moan as I started cumming in her vagina.

I pulled out of Virgo as I last rope of spunk shot out of my penis and landed on Aries' face.

"Smells so tasty." The ram said sitting up.

"AHH!" Virgo let out a yell as Aries started cleaning out her cum filled hole.

I moved around to the other side of the bed and slapped Virgo in the face with my fat cock.

_She wants to be punished so I'll treat her good. My spirits want my love and I'll give it to them how they want it._

"Suck it whore."

"Yes Mistress." Virgo said taking my cock into her mouth.

Once Virgo got me close I pulled out and entered Aries' snatch.

"I'm gonna fill you up Aries."

"Yes Please. I'm Sorry!"

I spewed the milky liquid into Aires pussy and pulled out.

"Virgo get off the bed now!" I yelled at her.

"Yes Mistress." Virgo stood up off the bed.

"You have such a cute ass." I told her "I bet it wants to be punished."

Virgo shivered at my words and I bent her over my knee.

*SMACK*

"HA!"

"You like that don't you?" I asked her.

"Please punish me more." She asked.

I slapped Virgo's plump butt a few more times turning it red before making her stand up. I turned Virgo away from me and pulled her down to so she was sitting in my lap facing away.

"Does your butt hurt?" I asked her.

"Yes you punished it so well." She moaned.

I lifted Virgo up and rubbed my dick against her butt hole.

"It's about to hurt a lot more."

"Punishment?"

"Yeah." I told her forcing my rod into her ass.

"It hurts so much! I love this feeling!" she moaned.

I got settled in Virgo's ass before she started moving up and down.

"Aries come over her." I told her.

"I'm sorry." She said.

"Don't be." I told her giving her a kiss "Here" I said moving my left breast to her "Suck."

Aries leaned down and sucked on my nipple.

"That's it Aries bite it a little." Aries obliged "HAA! Fuck yes!"

I felt myself start to climax "I'm gonna fill your ass up with cum Virgo."

"Please punish my virgin butt!"

"This was your first Anal?"

"Yes Mistress!" I reached around and tweaked Virgo's nipples.

"Do you like to be punished?"

"Yes it fells so…AHHHH MISTRESS!"

Virgo orgasmed from having my in her ass.

"Here it comes Virgo! I'm Cumming!"

I filled Virgo's anus with hot cum and pulled out.

"Thank you...Mistress…" Virgo said passing out on the bed.

Aries moved from the bed to straddling my hips "I'm sorry…I made Virgo get tired because I can't please you."

I entered into Aries and started bouncing her up and down "You feel so tight." I put my head in her breasts "So soft."

Aries and I kept slapping out hips into each other making clapping noises.

"Lucy I'm…so…almost there!"

"Me to Aries." I said lifting her off my dick "UGGHH!" I jacked off and blew my load all over Aries cute face.

"I'm all sticky…"

"You look cute covered in my seed." I said climbing into my bed next to Virgo "You two should get back you can't stay in this world for too long."

"No." Aries said "If we lie with our master pleasure spirits gain twenty four hours of immunity to stay in the human world. It only works once a week though"

"That's nifty." I said moving Virgo's sleeping body close to mine "You two spend the night then."

Aries got under the covers and hugged me "I love having you as my master."

"I love having you two as my spirits."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please don't hesitate to suggest who you want to see next.**

**Next Chapter Hint- It's a hunk of burning Love.**

**ATTENTION FANS OF- FutaLucy X Male - your dreams come true next chapter.**

**ATTENTION FANS OF- Gender Bender- your wish is also on the horizon.**

**I tried to do something different and give Levy some boobs but no too big. Don't worry if that's not your thing she won't be getting any bigger and neither will the other girls (Unless they get pregnant in which an exception may be made)**

**Till next time.**

 


	8. Chapter 8: Red Hot- Natsu & Fem Natsu

_Italics indicate thinking._

* * *

**Lucy's POV**

I woke up the next morning with Aries and Virgo cuddling with me on the bed.

"Good morning Princess." Virgo said kissing my cheek.

"I'm sorry did we wake you?" Aries asked kissing the other cheek.

"No you didn't wake me." I explained.

The two snuggled closer to me and we laid around in bed for a while. After we had woken up Virgo wasted no time going from kissing my cheek to kissing my neck.

"Virgo stop it that tickles." I laughed.

Aries moved around and kissed my lips while Virgo kissed my neck.

"You two are so excited, we just got up." I said.

"We have to go back to the Spirit World soon so we wanted to give you one last treatment." Virgo explained.

The two threw the covers off and moved down towards me penis. I still had morning wood so I was ready to go.

The two smashed their breasts together with my meat in the middle and started moving their boobs around.

"You're both have such soft breasts." I moaned as they kissed each other.

"Thank you Princess."

The two kept moving their breasts around my cock sometimes licking my penis when they weren't making out.

"Hmmmm…I'm getting close." I told them.

"Cum for us!" They both cheered.

I sat up and faced the two while I rubbed myself out and climaxed.

"Here it is!" I shot cum into the open mouths of the two spirits.

Most of it got in their mouths and they swallowed it.

"Thank you Princess." Virgo said putting her uniform back on.

"Last night was wonderful. I'm sorry it had to end." Aries said dressing herself.

The two walked over and I gave them each a kiss.

"Call us anytime Lucy."

"I'm always ready to be punished."

The two disappeared back to the Spirit World but I wasn't sad.

_I can call them back whenever I want._

* * *

**Later at the Guild.**

_I'm so exhausted from last night._

I opened the door to the guild and looked around. Everyone was doing something except for Natsu he was just sitting off eating by himself.

"Hi Natsu is something wrong?" I asked him.

"Where have you been?" he asked "It seems like your never around anymore Luce."

_I have been doing a lot of "stuff" lately. Natsu must be feeling neglected._

"Just around why, do you want to do something?" I asked.

"No it's fine."

"Come on Natsu it doesn't have to be a job, let's go hang out. We haven't done anything together in a while." I told him "We can go to the park or we can go shopping."

"I'm not going shopping with you. You'll make me pay." Natsu said.

"Why don't we take a day trip to the lake?" I asked.

"Huh?"

"We can go out and just relax at the lake, just you and me. No Gray, no Erza, no Happy. Just the two of us."

"Alright sure sounds fun." He said "I'll go home and get some things; I'll meet you at the tree in the park."

"Okay I'll see you soon."

As Natsu left what Cana and Erza had said a few weeks ago came to mind.

_**You can tell your friends. You'll tell people when you're ready.** _

_Should I tell Natsu, can I trust him? I don't want to hurt our relationship if it freaks him out._

I met Natsu at the tree like we planned and we went to the lake. No one else was around so the two of us swan around for a while. I thought I saw Natsu looking at me a few times but I figured I was seeing things.

_Natsu isn't like that._

I wasn't holding back from looking at Natsu. The way his abs glistened in the water. His hair looked good all damp. Natsu looked smoking hot. I had to stop myself there to make sure I was still properly tucked away in my bikini.

"Something wrong Luce?" Natsu asked.

"No I was just looking at the sunset." I told him pointing to the tree line "It's pretty isn't it?"

"Yeah…pretty." Natsu said.

Natsu and I swam around someone until the moon came out and we decided to head home.

"I had fun today Natsu."

"Yeah me too."

When we got back to town Natsu insisted that because it was so late he should walk me home. I felt myself blushing as we walked back to my apartment.

"Here we are." Natsu said as we got outside the building.

"Thank you Natsu." I said "Can you come in and make sure there's no one inside."

_I just don't want him to go yet._

"I doubt there is but sure." Natsu said opening the door and turning on the light "See all clear. I should get going." He said tuning back to the door.

I grabbed his arm "Don't go."

"Is something wrong Lucy?" he asked.

"I need to tell you something." I said having him sit on the bed.

"Okay."

"No matter what you can't laugh or scream." I said.

"What's so important?" he asked.

I pulled my belt off and started to unbutton my shorts "Lucy what are you doing?!"

"Please just be quiet." I asked throwing the shorts to the other side of the room "What I'm about to show you doesn't leave this room, understand."

Natsu had a huge blush on his face. He gulped "Al…alright."

I slowly pulled my panties down and showed Natsu my secret.

He didn't say anything.

_He must think I'm hideous._

"Lucy…"

"I've always had this. Always had both." I told him "You're my best friend I wanted to tell you. But I guess that was a mistake."

"Mistake?" he asked "How?"

"The way you're looking at me, not saying anything. You must think I'm ugly."

"No Lucy." Natsu said walking up to me "Just because you have a penis doesn't make you any less attractive. I think you beautiful regardless."

_He thinks I'm…_

"Natsu…"

I leaned my head on his chest and he hugged me back "You're wonderful Luce, everyone can see that. I like you just the way you are. Male parts and all."

Pressed against Natsu rock hard chest I felt sensations start to build up in my nether regions.

I looked up and moved my lips close to Natsu's.

"Lucy…"

"Natsu…I…I like you to." I said kissing him.

He was a little defensive first but he gave in and started kissing me back. I pushed Natsu back against the wall while we kissed. I moved one of his hands up and placed it on my breast.

"Lucy…"

"Please show me how much you care." I whispered.

Natsu squeezed my breast and I moaned into our kiss. I ran my hands over his abs and chest as we kissed.

"We're moving kind of fast." Natsu said as I worked at getting his belt off.

"I've wanted this for a long time Natsu. Please don't stop…"

"Okay…" he said kissing my neck.

_He knows all my sweet spots on the first kiss?_

"Mmmmm Natsu." I moaned as he kissed my neck "How are you so good. Have you done this before?"

"No I'm just doing what my body tells me." He explained.

_It's all instinct to him. Must be a Dragon Slayer thing._

Natsu's baggy pants fell to the floor and I dropped do my knees.

"I'm gonna make you feel good Natsu." I said pulling his boxers down.

I licked my lips when I saw Natsu's manhood. He was big, bigger than me.

I licked the shaft and Natsu hissed "Lucy!"

_I've gotten enough of these done to me to know the tools of the trade._

I licked the shaft a few more times before I took Natsu's meat into my mouth.

_It feels so weird having it in my mouth._

I started sucking Natsu's cock and I felt good. The feeling of the girth moving in and out of my mouth was so nice. Natsu kept groaning and saying my name as I sucked him off.

"Come on Natsu." I said licking his dick.

I put it back in my mouth and hummed while I sucked.

"Lucy something's coming!" Natsu yelled as I increased my speed.

I felt the first rope of cum get shot into my mouth and more soon followed. I tried to swallow as much as I could but Natsu had so much I started gagging and pulled the cock out and got some of the white stuff on my face.

"I'm sorry Lucy."

"Don't be." I said taking my shirt off "It tasted great. I wanted to swallow more."

I leaned myself up against the wall and ushered Natsu over.

"What does your body say to do now?" I asked him.

Natsu walked up behind me and rubbed his dick over my hole "Stick it in there…"

"Then do it." I told him "You'll be my first man so please be gentle."

Natsu slowly pushed forward and I groaned as he entered me.

"It feels so squishy." He told me.

"Oh~ Natsu you fit in me so well." I moaned.

_This is what it's like to have a dick in you. It feels so wonderful. I feel full and complete with Natsu in me._

"Come on start moving." I told him.

Natsu grabbed my hips and started moving them. His dick stirred up my insides and it felt incredible.

"Natsu~"

"You're so warm Lucy. This feels so good."

"Fuck me harder Natsu." I moaned "I want more of you."

"Alright." He said increasing the speed of his thrust and my hips.

"Lucy it's that feeling again!" Natsu yelled as he started cumming inside me.

_It's so warm! He can fill me up all day, I'm protected._

"Ahh! Natsu I'm cumming!" My body was rocked by and orgasm.

I looked down and saw that despite getting no stimulation my cock had sprayed cum all over the wall.

_So I don't get vaginal orgasms from penis stimulation. But getting fucked made me cum from both. Whatever that's hot._

I pulled Natsu over to the bed and had him lay down.

"That felt good Natsu." I said straddling his hips "I want more."

I lowered myself down onto Natsu's cock and started bouncing up and down. I felt so good having him stir up my insides. I could hear my cock slapping into my stomach as I moved around.

_That feels great!_

Natsu put his hands on my hips as I bounced.

"Lucy you feel so good. My body is on fire." He said.

"Isn't it always?" I joked as I moved faster.

"AHH! LUCY!" Natsu yelled "I'm cumming again!"

_He's learning the words and actions so easily._

I felt more of Natsu's warm jizz fill me up but I wasn't done yet so I kept going.

_We'll have to work on his endurance._

I felt my balls clench up and I knew I was close "NATSU!"

I felt my pussy tighten around Natsu's cock and I started shooting cum out. Most of it landed on Natsu's body and surprised him making him get off the bed.

"I'm sorry Natsu you don't like boys do you. I'll be more careful next time."

Natsu touched the fluid on his chest.

"What's wrong Natsu?"

"I feel all tingly." He said as he started glowing.

"Oh my God!" I yelled.

"Lucy what's happening! I feel so weird."

"I don't know Natsu?" I said looking at his body.

"HNNG!" Natsu grabbed his stomach and doubled over.

"Natsu!"

I watched as Natsu's body changed. His hair grew out and reached his mid back. His shoulders shorted as did the rest of his body shrunk in height. His chest grew and changed from muscle to fat. His legs went from hairy to smooth and his hips got wide. Then I looked down and Natsu's dick shrived up and left folds behind.

_Oh my God. Natsu turned into a girl!_

Natsu stopped panting and stood up.

"Natsu are you okay?" I asked.

Natsu looked down at his body. He had straight pink hair reaching down to his mid-back. Smooth legs and wide hips. I decent sized bubble butt and tiny hips. Smooth stomach. I looked at his chest and he had breasts at least as big as mine. And his face was now girly instead of manly.

_He's a bombshell!_

"Lucy…I fell different."

I ran over and pulled Natsu to the body mirror over in the corner. Natsu saw his body and gasped.

"What the hell happened to me?!"

"I don't know." I said running a hand through his hair.

Natsu sat down on the bed and felt his body. His long hair, his large butt. He lingered on his breasts for a while.

I sat down next to him.

_He's so sexy…_

"Natsu." I said moving closer "Let me show you what it's like to be a woman."

I ran my finger over Natsu's new slit and he moaned.

"Lucy…no we need to see a doctor…We should go to the old lady in the forest." He moaned

"This could be a once in a lifetime chance don't miss out." I said kissing his neck "Besides she hates humans and won't want them visiting this late. We can have some fun tonight and go in the morning."

I grabbed one of Natsu's large breasts and squeezed it making him moan.

"Lucy~!"

_He's so sensitive._

I licked his nipple and Natsu gave in.

"I want you to make me feel good." He said.

"You just sit back and relax."

Natsu moved to leaned back against the pillows and the headrest and I spread his, err her legs. I looked at the glistening folds before me and put my head between her thighs. I gave one long lick and flicked by tongue over her clit.

"Lucy it feels so weird…I like it." Natsu moaned.

I went to town on Natsu's new pussy and licked it all over making her moan about how it felt.

"I feel so hot…" she moaned "I feel…AHHH!"

Natsu came all over my face just from my tongue.

"How was it?" I asked.

"Weird but good." He, I mean she said.

I moved Natsu off the bed and placed my cock in front of her face "Do what I did to you earlier."

She looked unsure but moved forward and flicked her tongue over my dickhead.

"Mmmmm. That's it just like I did."

Natsu ran his tongue along the shaft and looked to be getting into a rhythm.

"Put it in your mouth." I encouraged "Come on you can do it."

"Okay." Natsu mumbled opening her mouth and taking me inside.

_OH WOW! It's so warm and moist._

"Move back and forth. Suck like I did." I told him.

Natsu moved his neck forward and started giving me a blowjob. At one point she moved a little too much for her inexperienced mouth and made a gagging noise.

"You're not ready for that much slow down." I told him "Take it easy."

"Okay." He mumbled sucking more.

Each time he moved his head his large breasts swayed and jiggled around.

_Those things are massive, at least as big as mine. If not bigger!_

"You have such a nice mouth Natsu." I said running my hand through his silky.

Natsu bobbed her head a few more times and I felt myself getting close.

"I'm gonna cum soon Natsu. I want you to swallow it okay."

She nodded her head and kept sucking.

"Here it comes!" I said as I started jizzing into Natsu warm mouth.

I felt stream after stream come out and Natsu did his best to swallow but had to take me out of his mouth and I spewed all over his face.

"How's it taste?" I asked.

"Salty but sweet." He said "My body feels all bouncy." He grabbed his breasts "These things get annoying huh? They jiggle every time I move."

"You certainly have a large pair." I said pulling him over to the bed and having him lay down.

I placed myself near Natsu's new entrance.

"I don't know if you have a hymen so this might hurt a bit. Are you ready to become a real woman Natsu?"

She gave me a cute toothy smile "I trust you Lucy. Show me what it's like…Being a girl is so different."

"Do you like it?" I asked "Being a girl?"

"I'm not sure." He explained "Part of me wants to be a man but part of my brain likes this too."

"It's okay." I said pushing into her "We'll go to the doctor in the morning and get this sorted out however you like."

I penetrated Natsu's pussy and was surprised to find a wall blocking me.

"I guess your female body is still a virgin." I leaned forward and kissed Natsu's plump lips "This will hurt for a few seconds."

"It's okay I'm strong I can handle it." He said.

I slowly pushed forward and torn Natsu's virginity away.

"AHH!" He yelled in pain and I stopped moving.

I didn't move until Natsu told me it was okay and the pain was gone.

"That hurt more than Laxus' lightning." He said "But the pain was gone much faster."

"Every girl usually has to go through that her first time." I told him.

I started thrusting into Natsu and watched his breasts jiggle with each thrust.

"It feels so weird." Natsu said "I feel so good."

"You have such a nice pussy." I told her.

"Ohh Lucy~"

I kept hearing my balls slap into Natsu's butt and he kept moaning.

"Lucy this feels so good!"

"You're so tight Natsu. I love you virgin pussy!"

"Please keep fucking me Lucy!" Natsu moaned as her hips kept coming to meet mine "I love this!"

_I hope Natsu can stay like this. But what would we tell the guild. That old lady better have an answer when we go see her._

"FUCK you're so sexy!" I yelled out as I plowed into Natsu.

"LUCY!" I felt Natsu's vagina clench as she climaxed.

I felt my orgasm cumming and pulled out of Natsu since I didn't know how pregnancy would work with his new body.

"NATSU!" I shot spunk all over Natsu's smooth stomach and large breasts.

"It feels so warm." She said laying back "I'm so tired."

"Me too." I said climbing up next to the new female "Let's get some sleep. First this in the morning we'll go to East Forest and visit Porlyusica."

"Okay." Natsu said closing her eyes.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**As always suggest who you want to see next.**

**I intentionally alternated between male and female pronouns in the latter half of the chapter**

**If some of you wanted to see Lucy have Yaoi sex with Natsu I'm sorry I just have no idea how to write that. I personally have no problem with it but I don't read Yaoi so I have no clue how to write it.**

**Next Chapter Hint- Okay I can't really give you a hint because next time is Slice of Life with some lemony stuff thrown in here and there. It will mostly be Lucy and Natsu visiting the old lady for answers.**

**Till next time.**

 


	9. Chapter 9: Natasha

_Italics indicate thinking._

* * *

**Lucy's POV**

I woke up the next morning and saw Natsu was still a girl.

_I really wonder what happened._

"Good morning Luce." Natsu said siting up.

We got out of bed and I got dressed. Since none of Natsu's male clothes fit I had to lend him some of mine, but since his boobs were bigger than mine not everything fit well. The sweater I lent him was stretched out over his breasts. While normally long on me it exposed his midriff. I wasn't letting him break my bra so he was going out without one. The jeans he was able to get into without too much of a problem.

"You look cute." I complimented making him blush.

"Thanks…" he said as we left to go to the forest and visit Porlyusica for some answers.

Before we left we decided that if anyone asked Natsu's girl form was named Natasha.

The entire walk there Natsu was mostly quiet except for a few complaints about how his chest was bouncing with every step. I explained that normally a bra would take care of it but none of mine fit him.

We arrived at the old woman's tree and knocked.

"Hello?"

The door opened and the woman looked at us before slamming the door in our faces "Beat it."

"Wait." I said stopping the door "It's an emergency."

She looked back "Nothing looks wrong with you."

"It's not me it's Natsu." I said pointing to the girl next to me.

The woman scanned him and sighed "Come in…"

We took a seat and she asked what happened. We explained that we were having sex and Natsu suddenly turned into what he was now.

"I'll have to do some tests." She explained "Both of you get undressed."

Natsu and I complied and the old lady began her tests. She started with Natsu, poking and pressing various parts of his female body. She took a blood sample and came to me next. She did the same thing, squeezing and fondling parts of my body. It was a struggle but I kept myself from getting a boner in front of the old woman. She took a blood sample from me as well

"I need a sample of something else Futanari girl." She said handing me a cup.

I got the message and headed into the bathroom to provide the needed fluid. I locked the door and took off my pants. I started rubbing one out but I was having trouble getting a load out.

I peeked my head out into the room and the woman was doing tests at her desk while Natsu sat and waited.

"You done girl?" She said without looking.

"I'm having a little trouble." I said "Can I Uhh…barrow Natsu for a minute?"

"Whatever gets me the sample?" She said.

I waved Natsu over and he walked into the bathroom.

"What's the matter Luce?"

I lifted the sweater up quickly causing his boobs to go up and flop back down with a smack.

"I'm having some performance anxiety. I need you to help me." I explained placing my dick between his large breasts.

"Okay." She said pressing her boobs together.

"Spit, I need something to lube it up." I said placing the collection cup on the counter.

Natsu obliged and got his cleavage all moist.

"There we go." I said as I started thrusting into his breast "Move them up and down."

Natsu started bouncing his large chest up and down sending waves coursing through me.

"That's it Natsu, these things are so big and soft." I said.

"It feels so good." He said "Having a hard thing like you in-between my soft pillows."

_I keep calling him he and she…I need to get a hang of that._

"I'm almost there Natsu…" I said.

"Come on Lucy she needs that sample." Natsu cooed.

"HAAA!" I started cumming and shot thick ropes of semen into the air.

They came back down and landed on Natsu's breast covering them in white sticky fluid. I scooped up enough to fill the cup and there was still some left on Natsu.

"Here you go." I said placing the cup down for the woman.

"Sit tight it will be a while." She said.

"Okay."

I walked back into the bathroom to get my pants and found Natsu sucking his own nipples and licking my cum off his breasts.

"You naughty girl." I said closing and locking the door.

"Lucy!" Natsu said "I'm sorry it just looked so good."

"It's fine Natsu." I said making him face the counter "She said it would take some time so let's pass it with some fun."

I pulled the jeans off Natsu and slid the panties I had lent him off and wasted no time penetrating him.

"Lucy!"

Natsu and I were animalistic as we fucked in the bathroom. I slammed into him as he watched himself in the mirror.

"Do you like that?" I asked "Watching yourself getting fucked!"

"I look so hot!" he said "You feel so good Lucy!"

There was a knock at the door "When you two filthy people finish up I'm ready to present my findings."

"Alright!" we both yelled.

"I'm almost there Natsu."

"Lucy I can feel it!"

We both climaxed at the same time and I covered Natsu's back in warm cum. We got ourselves cleaned up and went out into the office and took a seat.

"So." Porlyusica started "This happened due to and interaction between Natsu's Blood and Lucy's Futanari Semen. The two reacted and caused that."

"What about turning him back?" I asked "Can it be done."

"Yes." She said "It's quite simple actually. Get up Natsu."

The girl complied.

"I want you to think hard about your male body. Remember what it looked like and think about having it back."

Natsu scrunched his forehead as her thought and suddenly started glowing like he had last night. His hair shortened and he got taller. His breasts disappeared and his muscles returned. Natsu had turned back to a man.

_I'm kinda sad._

"I'm back!" He cheered.

"We're not done yet." The old woman said "No think about the female form and want that body."

"Huh?"

"Just do it!"

Natsu thought and started glowing again. His body went through the same changes as last night and Natasha was back.

"What the!"

"Just as I thought." The old woman said "You've gained a magic that lets you freely change between male and female."

"That's...useful." I said as Natsu shifted to a man.

"Good problem solved now get out. Oh and another thing." She said "He has working female parts so use protection. Lucy I need to speak with you for a moment."

I went over to the coner with the woman.

"Listen because you are a Futanari I wager your semen is also what mad Levy's breast grow. I don't know if the same thing will happen if another person gets your semen on them so be careful."

"I will."

"Thank you Ma'am." We said leaving the tree.

"It's good to be back." Natsu said.

"Hey Natsu?" I asked "Did you like being a girl?"

He thought about it "I'd be lying if I said I didn't like it. It was interesting and I kinda liked that body."

"Well since you can change back and forth it's no problem. Also you're still wearing my clothes so…"

"Oh!" Natsu said changing to Natasha.

_I'll never get sick of watching that change._

"We need to get you some outfits for your female body since you male clothes won't fit." I explained "Let's go shopping!"

* * *

Natsu and I walked the streets of Magnolia. We decided if we saw anyone from the guild Natasha was just a friend I had made. We were keeping Natsu's new powers a secret.

"First things first." I said pulling the man-girl towards a store "You'll need bras and panties."

Natsu was visibly embarrassed to be in the store. We got a booth and a consultant came in.

"Someone needs to be measured?" She asked and I pointed to Natasha

_I need to remember to call him Natasha to others. I can call him Natsu myself but others need to think he's someone else._

Natsu took off his sweater and his breast jiggled around. The woman took various measurements and said she'd be back.

"Don't worry I'll show you how to put a bra on." I said reassuringly.

The worker brought in a bra she said would fit Natsu and I told her I'd help the girl put it on.

"Whoa!" I yelled

"What?" Natsu asked.

"You're a G-cup. That's bigger than me."

Natsu covered his breasts in embarrassment "Oh."

"No It's okay embrace it don't be embarrassed you have a smoking hot body. Now let me show you how to get a bra on."

I took my shirt and bra off to demonstrate. Natsu held up her bra to follow along.

"First put your arms through the holes."

Natsu did that.

"Next reach back and connect the clasps."

Natsu struggled with this part but managed to get his arms back.

"Umm…got it."

"Alright now adjust the straps to make them comfortable."

Natsu straightened out the straps and his breasts jiggled around as he did.

"That feels right."

"There we go you're getting it." I complimented.

"Okay now reach in and make sure everything is where it belongs." I said adjusting myself.

Natsu fiddled around with his large breasts until I told him everything looked good.

"If you have to bend over to make sure they're in right. Alright smooth out where you need it and you're done."

"That's it?" He asked.

"Yep it's just a few steps. Okay you stay here and practice I'll go get you some more to try on."

"More can't I just have one?"

"No there are a few bras every girl needs."

"But I won't be a girl all the time."

"Yeah but it will be good to have spares. You'll need a few normal bras. You're active so you should own a sports bra and it won't hurt to have that one sexy number." I said walking out of the booth.

"Please don't get anything too embarrassing." He pleaded.

"Don't worry. You just stay in there and practice while I pick some out."

I wandered around the store looking at bras for Natsu.

_She'll need about three normal ones. A sport and a lacey._

I picked out the normal ones first. The one the worker had brought was a plain white one so I picked up and blue and a red one. I found a pink sports bra to match her hair and ended with a baby blue lacy number. I picked out matching panties for each one.

I headed back to the changing room and peaked in the door to see how Natsu was doing. I saw him put the bra on without too much trouble. After he had it on Natsu looked at himself in the mirror. He ran his hand through his hair, spun around and smiled.

_He looks happy._

"I'm back." I said letting him know I was here "Checking yourself out?"

"Oh…" Natsu blushed "Well if I have the ability to use this body I might as well get used to it."

"That's good. I like Natasha she's cute." I told him "Here try these on."

Natsu tried on the blue one and then the red one, they both fit great.

"Okay here try this." I said giving him the sports bra.

"This one's different." He said "How do I put it on?"

"It just goes over your head." I explained "Like a shirt."

Natsu put the bra on like a shirt and adjusted it.

"It fits you perfectly. Last one." I said handing him the lacy one.

"Lucy I said nothing embarrassing."

"Come on every girl needs that one special bra."

"Fine." Natsu grumbled taking the light blue bra.

He but it on and he looked gorgeous.

"Perfect."

I went and paid for the bras and brought the white one back to Natsu so he would have some support while we did the rest of our shopping. Next we went to a clothing store to get new shirts and pants. Natsu picked out most of his own clothes and went into the changing room.

The first outfit as just a tight shirt and a pair of jeans.

"I've always wanted to say this." Natsu said tuning around and looking over his shoulder "Do these make my butt look fat?"

"Yes but in a good way." I said.

Natsu tried on a few more outfits and I made him get at least one skirt. I tried to get him to try a dress.

"I'm not ready for that yet." he said "Just the skirt for now."

We went to a few more stores and Natsu bought a few different outfits. When we were in the last store I saw something Natsu just had to try on.

"Please Natsu." I pleaded holding the bikini up to him "You don't have to buy it just try it on."

I was holding a blood red two piece with a flame on the right cup. The top was big and would cover most of his breasts but still leave plenty to the imagination.

"Fine. But you're gonna have to show me how to put it on."

Natsu and I went into the dressing room. He got the bottoms on now problem and got his large chest into the cups.

"Lucy can you tie this for me?"

I knotted the strings behind his back and Natsu looked at himself.

"Hmmm."

"What do you think?" I asked.

"I like it…It's cute. Let's buy it."

We completed our purchases and had to carry multiple bags.

"Umm Lucy?" Natsu asked "Where am I gonna keep all this stuff. I can't have it at my house Happy will see."

"I hadn't thought about that." I said "Oh wait! The apartment next to mine just opened up. You can rent it out and use it as Natasha's house."

"That'll cost me a lot of money." He said.

"You built your own house and save most of the money from jobs you can afford it."

"I guess."

* * *

We rented out the apartment in Natasha's name and got all the clothes sorted. Natsu had changed back to his male body while we got the things put away.

"Any time you want to be Natasha just come here and get changed. Oh and here." I said handing him a bottle of pills.

"What are these?"

"Listen this is important. These are Birth Control pills. If you going to be Natasha you have to make sure you take them. I don't know what will happen if you get pregnant so you need to use protection."

"Alright."

"I'm going back to my apartment I'll see you later okay, and remember Natasha is a secret no one can know."

"I know." He said and kissed my "I'll see you later."

I headed back to my apartment and locked the door.

_Shopping was fun. I hope Natsu likes all those things we bought._

I walked over to the back wall and looked at a crack.

" **Virgo!"**

"Yes Princess?"

"Can you make a pin sized hole in the wall here?" I asked.

"Of course." Virgo poked the wall and a small hole formed "All done."

"It's perfect Virgo."

I gave her a kiss and sent her back to the spirit world. I looked through the hole and I could see into Natsu's room. He was walking around and sat on the bed that came with the apartment.

Natsu glowed and changed into Natasha. He took his clothes off and laid on the bed. He ran his hands over his body and when he hit his lower regions he put his fingers inside himself.

_He's masturbating as Natasha!_

I lowered my own hand down my pants and fingered myself as I watched.

"Ha….ha…ha…" Natsu was panting as he put his fingers in deeper.

"Keep rubbing yourself." I mumbled as I watched.

Natsu groped his large breasts as he rubbed his pussy.

"HAA!" Natsu hips went up as he orgasmed "HAAA!"

I felt myself cum with him and I bit my lip to stifle my moan.

_He loves this new form. I wonder if it will happen if I cum on other guys?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please recommend who you want to see next.**

**Next Chapter Hint- It's raining its pouring.**

**I won't be able to update again till Sunday night at the earliest so I'll see you then.**

**Till later.**

 


	10. Chapter 10: Rain Rain Go away- Juvia

_Italics indicate thinking._

**PS- Juvia is the only person in my stories that I write with honorifics.**

* * *

**Lucy's POV**

For once I woke up without anyone else in my bed. At that moment I made a decision

_Today will be a day just for me. No one to bother me just Lucy time._

I decided to catch up some errands I had to run during the day. I went to the food store, got some new books, and cleaned my house. I made sure to do a good job on that last one because the apartment was starting to smell from all the sweat that had been produced in it these last few weeks.

I managed to get all those things done before lunch so I decided to treat myself and go to the café. The entire day I felt like someone was watching me but I never saw anyone.

I was sipping my coffee when I caught my stalker.

"I see you Juvia." I told the girl who was hiding behind a bush "Come on take a seat."

The blue haired girl took a seat.

"Why are you following me?"

"Are you cheating on Gray-Sama?"

"Huh?"

Juvia pulled out a photo "Why are you playing with Gray-Sama's affections."

The picture was from when Natsu and I went to the lake the other day.

_She followed us. Hope she didn't see into my apartment that night…_

"Natsu and I just went to hang out, as friends. Besides Gray and I aren't even dating so I can't be cheating on him."

"Likely story you blonde bimbo." Juvia said.

"I'm not a bimbo." I told her "Just because I have a hot body doesn't make me dumb. You're attractive does that make you dumb?"

"You think Juvia's attractive?" The girl blushed.

"Of course you have great looks. I liked it more when you had the curls but this look is cute to."

Juvia and I talked for most of the afternoon. I told her I was going to the public bath and invited her to come along. It took some convincing but I managed to drag the girl along. I knew I was going to have to be careful and kept my towel close to me while Juvia was in the bath with me.

Juvia entered the bathhouse and she looked stunning, the way her pale skin shined in the water, and her large breast staining against her towel.

_I wish she'd wear more revealing clothes. Those jugs are spilling out of that towel._

"Please don't stare, Juvia is embarrassed."

"Oh sorry."

Juvia and I washed up before heading home. She didn't see anything so I had no worries. We went our separate ways and I headed home. It was late so I headed right to bed. I tried to get to sleep but I couldn't get the images of Juvia's naked body out of my head.

_She's so sexy…I need her…I want her…I've gotten so ravenous when it comes to sex lately. I want to do it all the time…I've been taking the initiative more often lately. I think it's time I take Juvia into the fold…_

I got out of bed, threw some clothes on and ran out the door.

* * *

I made my way to the girl's dorm and went to Juvia's room. I knocked and she opened the door, she looked sleepy.

"Lucy?"

I pushed the girl in the door and crashed my lips into hers. She fought back against my kiss as I forced her back to the bed.

"Lucy! What are you doing?"

"I want you Juvia. If Gray doesn't want you I'll take you for myself."

I slipped my hand up Juvia's nightgown and towards her snatch.

"No!"

"You smell so good Juvia…" I said groping her breasts.

"Ahh!"

"Do you like this Juvia, you feel wet."

"No please! HAA!"

"You don't want Gray's little boy dick." I said sliding my shorts and panties off "You want Lucy's big girl dick right?"

"No…no…"

"I don't want to hurt you Juvia, who do you want. Me or Gray."

I rubbed her hole harder.

"Juvia wants…Juvia wants Lucy-Sama! Juvia is a lesbian. Juvia only says she like Gray so people will accept her. People in Phantom used to think Juvia's sexual preference was weird but Juvia doesn't care! Juvia want's a woman like Lucy!"

"Good girl." I had her sit up and I slid her nightgown off "You're so beautiful. I'm gonna have fun with you."

"Please treat Juvia like your plaything." She moaned as I kissed her breasts.

"Oh I will." I said sucking on her breasts "But first I have a few requests."

"Anything for Lucy-Sama!"

"You're gonna grow you hair out again understand."

"Yes! The curls Lucy-Sama loves!" She moaned louder as I played with her more.

"You're gonna start wearing less clothes. Show off your sexy body. I want you to be looked at but know you belong to me and no one else."

"Of course Juvia will play with the emotions of men! AHH! Please suck harder."

"Okay good and one last thing." I said biting her nipple "Suck my dick."

"If that is what you wish." She said laying down and quickly lubing up and taking my dick into her mouth.

"That's it. Turn around I want to taste that pussy."

I probed my tongue into Juvia and got a good taste of her juices.

Juvia stopped sucking "Not so fast I'm gonna! HAAA!"

Juvia rolled off me and turned over, rubbed her folds and juices squirted out of her pussy. Now I'm not talking dribbled out or something. She was a squirter, a glorified sprinkler.

"Juvia you can…" I licked the fluids off my face.

"Juvia has always been a squirter. It's a side effect of her magic."

"I like that. Now finish up my BJ so we can move on."

"Yes." Juvia said taking me back into her.

Her mouth felt like a shower. Hot, rough and wet. Juvia kept slurping and deepthrouting my cock as she sucked.

"That's it….Mmmmm."

"Please bless Juvia with you semen!" She said kissing the head.

"JUVIA!" I sprayed cum down the girl's throat and she somehow swallowed it all.

The girl rolled over and spread her legs.

"Please use Juvia."

I crawled up and rubbed myself over her entrance "I'm gonna fill you up."

I slowly slid into Juvia and wasted no time tearing through her hymen.

"AHH! Lucy-Sama!"

"You're so wet Juvia I feel like I'm about to slip out of you."

I started thrusting into Juvia and she moaned my name. Juvia rubbed her own clitoris while I fucked her sweet pussy.

"I'm close I'm gonna fill you up Juvia."

"No! Juvia didn't take her pills this morning!"

"So what?" I joked "I'll fill you up and have you pop out my baby."

"What?!" she screamed

"Maybe you'll get pregnant maybe you won't let's play a game of chance!"

"No don't!"

"Juvia I'm gonna..! AHH!" I felt cum start filling up Juvia's womb.

_I wonder if she will get pregnant._

"I might…get… pregnant..." Juvia said as I pulled out.

Juvia's eye's glazed over and a crooked smile crossed her face.

"Hahaha!"

"Juvia?"

"Hey Sexy let's have some fun." She said with a smirk "Let's rock!"

The girl pushed me down and inserted her dick back into me

"Oh Yeah that's it! I love a big fat cock. Fuck your groupie Lucy!"

_It's that succubus persona from the Tower of Heaven. Has this stayed inside Juvia, did my semen wake this side back up?_

Juvia sat there riding my cock and moaning my name.

"Come on harder Lucy!"

I moved my hips up to match hers and you could hear the bed creaking with every thrust.

"Ohh Juvia!"

"Yeah fuck me Lucy. Fill me up and get me pregnant!"

"You want to get pregnant?"

_Before she didn't_

"AHHH! YES!"

Juvia's walls tightened around my penis as she orgasmed and I kept thrusting.

"I'm gonna cum Juvia."

"Yeah! Do it!"

"JUVIA!" for the second time that night I filled the girl up with my fluids and she slipped off my cock.

"Damn that's good. Who knew a girl's cock would feel so good." Juvia said still in her aggressive persona.

She got off the bed and crawled onto the floor on all fours.

"Doggy Style?" She asked over her shoulder.

"Sure." I said joining her on the ground "I'm gonna keep cumming inside you right?"

"Sounds like fun!" She said as I guided my cock towards her butt.

_She has a sexy ass to. Big but not too large, it's kept so restrained in her dress you would never no it's so big._

I slowly pushed myself into Juvia's semen filled hole and entered her as she groaned.

"Oh yeah Lucy that's it! Fuck your succubus!"

Juvia rocked back and forth as I plowed into her on the floor. Her knees and palms were already turning red from the movements as we ran up against the carpet. I pulled Juvia's ass into my hips with every thrust. My balls were flailing around and slapping into my own vagina sending wave of increased pleasure through me.

"That's the spot, right there." Juvia moaned "More! I wanna squirt everywhere!"

I kept aiming for Juvia's sweet spot and driving into her.

"Pull out its coming!" She yelled falling forward as her juices squirted all over the carpet.

_That'll leave a stain._

I spanked her ass "I wasn't done yet bitch! Get up so I can finish. I'll have to punish you now."

Juvia's eyes returned to normal and she looked back at me confused "Lucy?"

I pushed my dick into her ass and Juvia screamed in pain.

"AGGHHH!"

"Ugh so tight!" I groaned as I thrust harder.

"What are you doing? Why are you in my butt?!" Juvia asked.

"You squirted and pushed me out before I was finished." I told her "I needed to teach you a lesson."

"I did what?"

_She doesn't remember the time when she was in her succubus persona? That explains why that side wanted me to get het pregnant. They have different personalities._

"Ohh Juvia." I pulled out of her ass and went back to her pussy "I'm gonna fill you up again and make sure you get pregnant."

"No! Juvia's not ready to be a mother!"

"FUCK!" I started filling Juvia up yet again and she began crying.

"No…no…no." Tears rolled down her cheeks "Juvia can't…she's too young."

I kissed the tears away "Don't worry if you do get pregnant I'll help you. So will all my other girls."

I helped the girl back into bed and spooned her. I slid myself back into her and we fell asleep in each other's arms.

_I wonder what will happen…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**As always suggest who you want to see next and this time let me know if you think Juvia should get pregnant or not.**

**Next Chapter Hint- "It's like were twins"**

**Regular updates should return tomorrow baring outside circumstances. Might not be every day because I have other stories to work on but we'll see.**

**Till next time.**

 


	11. Chapter 11: Look a Like- Lucy Ashley

_Italics indicate thinking._

**Bold is for attacks.**

* * *

**Lucy's POV**

When I woke up the next morning I was still inside Juvia.

"Mmmmm. So warm." I mumbled adjusting myself.

I moved my hips back and forth a few times, exiting and entering Juvia and woke the girl up.

"Lucy?"

"Good morning." I said moving a little faster.

"I'm so tired." She mumbled.

I started thrusting into Juvia rapidly while she just laid there and took it like the plaything she had become.

"Lucy-Sama~" she moaned my name as I drove into her more and more.

"You're so tight Juvia." I told her "I fell asleep inside you it's so comfortable. I filled you up so much last night…I wonder if you got pregnant."

"Juvia hopes not. She's not ready for that yet."

"I'm gonna cum inside you again." I groaned "Then we'll pick out a sexy outfit for you to wear today."

"Lucy-Sama wants to play dress up with Juvia?"

"You'll be my little doll understand. You're my plaything now." I said getting close "Juvia!"

I came inside Juvia and she mumbled about getting pregnant.

_I guess we'll know soon enough._

Juvia went and got cleaned up while I caught a few more Z's. She came out of the shower and asked me what I thought she should wear.

"Start trying things on I'll tell you when to stop." I told her.

Juvia went into her closet and changed in to various outfits. The whole time she gave me this little fashion show I laid in bed masturbating to her cute outfits.

Juvia stepped out in a short sundress.

"No too dressy."

Next she came out in bikini top and a pair of jeans.

"Too much like Cana."

Finally she stepped out in the best one. A V-neck T-shirt that showed an ample amount of cleavage and a pair of spandex pants that accentuated her large bum.

"Lucy likes." I groaned as I jacked off "That's the one."

Juvia played with her arms "Juvia is embarrassed."

"Good." I said standing up "Every time someone looks at you, you'll think about how I made you wear that slutty outfit."

"Juvia…doesn't want to…"

"Are you talking back to me?" I asked her rubbing my hand over her large rump "These tights make you ass look even bigger, it's like a shelf."

I squeezed the water woman's butt and she moaned.

"Now if you're done complaining. I have something you need to take care of."

Juvia dropped to her knees and began giving me a hand job.

She went to take me into her mouth when I stopped her "Only use your hands."

Juvia slid her hands up and down my penis and brought me closer to my climax.

"Just a little more Juvia." I moaned "I'm gonna cover you pale skin in a white snow."

"Please cover Juvia in you cum."

_Her hands are so soft…_

"Ha! It's coming!" I started spurting out jizz and covering Juvia's face and breasts in my seed.

"Juvia feels so sticky." She pouted cleaning herself off.

"Get cleaned up so we can go to the guild." I told her picking up my clothes "I want to see everyone stare at you."

* * *

Needless to say everyone was shocked my Juvia's new look. Gray even looked a little amazed at her new style. Unfortunately Juvia was so embarrassed she wouldn't leave me side and followed me around the guild all day.

"Juvia just go do something." I nearly snapped "Stop following me."

"But Lucy-Sama…"

"No buts just leave me alone for a little okay."

The woman wandered off, I stared as her large ass bobbed up and down as she walked.

"Damn…" I groaned "So hot…"

I took a seat near Cana and Levy.

"What's with you?" Cana asked.

"Juvia won't leave me alone. I knew she was clingy but this is insane."

"Did you two..?" Levy asked.

"Yeah last night. I'm the one who told her to wear those clothes. She's submissive so it wasn't too hard to get her to do what I wanted."

"Jeez Luce you've been on a tear lately." Cana said "You went from virgin to sex fiend in no time at all."

"I guess I have." I shrugged "It's just so…I don't know how to describe it but having all these girls coming around to fuck me is kinda fun. It's like I have my own little harem."

"I guess you do." Levy said "adding Juvia that brings the girls you've told me about up to six. Cana, Erza, Mira, Me, Sherry, and now Juvia."

_That's right I didn't tell Levy about Angel or my spirits. And no one knows about Natsu._

"What are you guys talking about?" Wendy asked.

"Adult stuff." Cana told her.

"Maybe we'll tell you when you're older." I said.

"Oh…okay." Wendy walked off depressed.

_I wish she was older…I guess I'll just have to wait a few years._

Not long after that Mira and Elfman left the guild despite the downpour outside.

"Where's she going?" I wondered aloud.

"It's the anniversary of Lisanna's death." Cana explained "They tend to spend a lot of time at the church around now…"

"Oh I heard about that girl. I saw a picture of her in Mira's house." I said "She was cute. I would have liked to meet her."

"You remind me of her." Cana said "In a few ways. Mostly how you get along with Natsu."

I sighed and flopped down on the table "I wish something interesting would happen."

"We can go make something interesting." Cana said with a wink.

"I'm too tired…"

_I really do want something exciting to happen._

Just as I thought that I was blinded by a white light.

* * *

So a lot of interesting things have happened since I arrived in this 'Edolas'. I got attacked by a bunch of weirdoes and eventually I was able to meet up with Natsu, Wendy and myself.

Yeah that's right I met me, or the Edolas version of me that is. At this current moment in time the four of us, plus Happy and Carla are in a hotel room settling in for the night.

"I'm gonna go take a shower." I told them.

I went into the bathroom but when I went to close the door Lucy Ashely was in the way.

"Can I help you?"

"I have a question." She said.

"Okay." I said confused.

"Well we're both the same…I was wondering if…if you…have a…you know."

"A dick?" I pulled my clothes off "Yeah. I take it you do as well?"

She slid her leotard to the side and her penis fell out "Yeah."

We were both naked and I realized we looked identical. The same curves and blemishes, out dicks were even the same length.

"So have you ever used yours?" she asked me.

"Yeah a few times. You?"

"Yes but Levy wasn't too happy about having to share with some of the other girls."

_I hope none of my girls get to jealous._

"I see." I climbed into the shower and started washing myself "You're already naked you might as well join me."

Lucy Ashley was a little hesitant but she entered the shower with me. I cleaned my body and as I did my lower parts I realized I was getting hard, and so was Edolas me. She slowly caressed her own dick and started masturbating.

"What are you doing!?"

"Relaxing." she smiled "Come on you look stressed. I don't mind you rubbing one out."

I was stunned she'd do that so willingly in front of me.

"Go ahead." She said taking my hand and placing on my dick.

I slowly moved my hand back and forth. The two of us stood in the shower looking into each other's eyes as we jacked off.

"This is so hot." She said leaning in.

"I feel so good, jacking off to myself."

Edo-Lucy leaned in and we started kissing as we rubbed our own dicks.

"Lucy…" we moaned each other's names.

"I'm gonna cum soon." We both said.

We broke our kiss and turned towards each other increasing the movements of your hands.

"I'm Cumming!"

"Me too!"  
We both blew our loads and they collided in the air and splattered everywhere in the shower.

"That was so good." I moaned leaning against the wall "That's the best solo job I've had in a long time."

Ashely reached over and started rubbing my dick and placed my hand on her penis.

"Let's do each other."

We started jacking each other off as the water ran down our back.

"I'm rubbing my own dick, but I'm not!" Edo-Lucy yelled.

"This is so weird." I said moving my hand faster.

"Faster Lucy!"

"You too." I groaned as we gave each other hand jobs.

"I'm getting so close!"

"Me too!"

We rubbed each other faster and blew our loads all over the shower floor.

"That was incredible." Lucy Ashely said sliding down the wall.

"Yeah." I said moving in front of her "Wanna do more?"

"Sure. You go first."

I lined myself up with her hole and pushed myself in.

"It's so big! This is what it's like from the other side!"

"This is your first time?"

"Yeah and it feels so good!" she said as I pushed into her.

I felt myself push through her virginity and she yelped.

"Keep it down you don't want the others to hear."

"Sorry." She said as our breasts smashed together.

"You're so tight."

I thrust my hips a few more times and saw her dick flop around with every movement. I could feel her girth pressed between our stomachs.

"I'm getting close!" Edo-Lucy warned "AHHH!"

I felt my stomach get coated in her semen as I continued to move into her.

"I'm almost there, can I cum inside you?"

"Yeah go ahead." She moaned.

"Fuck! HAA!" I felt Lucy Ashely's pussy start to fill with my semen.

"It feels so good!" She yelled.

After a few second I got up and leaned against the wall facing Lucy. She walked up and rubbed her dick over my hole.

"Alright." She went into me but was stunned to see I wasn't a virgin.

"Wait you're not!"

"Don't worry about that just start fucking me!"

"Yeah." She started lifting me up and down against the wall and my dick smacked into my torso with every bounce.

"Oh Yes! This is so hot! My dick feels so good slapping into me while I fuck myself"

We slammed our hips into each other multiple times as I got closer and closer to my breaking point.

"I'm close. I want my own cum inside me!" I moaned.

"Damn your feisty! I'll fill you up all you want!"

_My own dick feels so good!_

"Here it comes!" She warned.

I felt my walls clench as I climaxed and Lucy filled me with her seed.

"Ohh!"

"What the hell is all this noise?!"

We both looked over at Natsu, Lucy's dick still inside me.

"Natsu!"

"This isn't what it looks like." Edo-Lucy begged.

I winked at Natsu "I was just showing Lucy a good time. Maybe Natasha wants to join us?"

"Who's Natasha?"

"I guess, but keep it down Wendy can't come in here."

Natsu glowed and morphed into his Female form. He stepped into the large shower and got on the floor between us and started giving us both handies.

"What…How?!"

"That's magic." I told her as Natasha swallowed my cock.

"You guys have incredible magic." She said as the girl switched to suck the other dick.

Natasha rubbed both our dick and then took both them into her mouth.

_Holy crap when did she get so good._

"Come on you two." She cooed "Cum for me." She looked at Edo-Lucy "You have to get past this part if you want to try my sweet pussy."

"HNGH!" Edo-Lucy blew her load all over Natasha's face.

"Whoa!" The pink haired girl was surprised to get jizzed on "Come on Luce you to."

"Just a little more I'm close I want you to have both of us on you."

She picked up the pace on her movements.

"HAAA!" I spewed and added to the cum covering Natasha's face.

"There it is!" She licked her lips "I haven't gotten a taste of this in a while."

I laid down on the tiles in the shower and Natasha lowered herself onto my dick and laid down to kiss me.

"You're still so tight." I told her.

Edo-Lucy got behind the girl and rubbed up against her butt.

Natasha turned her head "I've never had it there so be gentle."

The other blonde slowly pushed into Natasha's ass and the girl moaned.

"Both my holes are filled! I feel so stuffed!"

The two of us started plowing Natasha's holes and making her moan loudly.

"You're so warm."

"Your breasts feel so good." I told her.

"You're both so big I feel so good. Fuck me harder!"

The two of us kept fucking Natasha as she moaned out our names.

"LUCY!"

I could feel myself getting close to orgasm.

"Did you take your pill?" I asked.

"Yeah I want to feel your warm cum inside me. Fill me with it!"

"NATASHA! I'm cumming!" For the first time I started filling the girl's pussy with my hot jizz.

"Me too!" Lucy yelled as she started filling up the girl's anus.

"Mmmmm!" Natasha moaned as the warm fluid started dropping out of her.

Edo-Lucy stepped forward and went right at Natasha's snatch. She didn't say anything she just plowed into the woman. Natasha wrapped her massive breasts around my dick and gave me a blowjob at the same time.

"Ohh!"

"Fuck!" Lucy Ashley came inside Natasha's hole and I busted a nut in the girl's mouth.

"Yummy!"

After a few minutes Natasha turned back to Natsu and left the bathroom. Lucy and I got cleaned up and headed back out into the main room. We cut Edo-Lucy hair so the two of us would look different and packed it in for the night.

_If that's what the girls feel when I fuck them… Ii must say I'm quite impressive._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please suggest who you'd like to see in the future.**

**I don't know where this idea of Juvia being Lucy's submissive pet came from but I kinda like it.**

**Next Chapter Hint- If you read my other Fairy Tail story you know the next chapter will have my dream threesome.**

**Till next time!**

 


	12. Chapter 12- Erza Vs Erza- Knightwalker

_talics indicate thinking_

" **Erza" will refer to Erza Scarlet. Erza Knightwalker will be called "Knightwalker".**

* * *

**Lucy's POV**

Apparently Edo-Lucy is into one night stands because when I woke up the next morning she was gone. After that a whole series of events happened and now I'm tied up in a cell.

"Stupid Exceed queen, getting to deciding who lives and dies." I mumbled to myself.

"Well you've done your homework."

"Erza! Is everyone else okay?"

"Yeah they're fine."

I let out a verbal sigh "That's good."

"Why are you making that face? You do understand the situation you're in correct?"

"Ah yeah." I came back to my senses "You may look and sound like her but you're not my Erza. In my world you're strong and cool, a little scary but everybody relies on you, but you're also girly and like to act sweet sometimes."

This bitch grabbed my hair and started dragging me through the hallway.

"Ow!"

"I am not your Erza."

"But I have this feeling you're like her. Please I have to help my friends!"

She lifted me up with her spear and dangled me over the edge.

"Erza wouldn't do something like this!"

"You're Erza might not but I most certainly will. I love watching you suffer."

"Don't say things like that with Erza's face. She's kind and sweet. She's a bitch but not in the same way as you!"

"What?"

_Maybe I'll get her to comply_

"In my world Erza's my bitch…you're Erza so that makes you my bitch to. Get on your knees bitch."

"Shut your mouth. Die!"

The woman flicked her spear and I started falling.

_Bitch…_

* * *

After Happy and Carla saved me we went off to save Natsu and Wendy. Gray and Erza showed up not to long after that and we began to fight back. We split up to look for a way to save our friends and I ended up in a pretty cute outfit. After Mystogan sent the lacrima holding our friends back to Earthland we had to split up to protect the Exceeds.

I somehow ended up in the middle of a fight between the two Erza's. While I cowered in the corner the two went all out and nearly destroyed the island they were fighting on. They eventually ended up in a crater and called it a draw.

I took a seat next to my Erza "You need anything?"

"No I'm good."

"You…" Knightwalker gave me a look "You said Erza was your bitch, what did that mean?"

I looked over and saw Erza blushing at the statement.

"It means she's mine. She uses her body to relive my…urges."

I looked at Erza's torn outfit and started getting hard. I walked up to my Erza and moved my skirt over.

"I think I have a few urges right now…"

Erza sat up and moved my panties freeing my dick. She started stroking me.

"What are you two doing?!"

"I'm taking advantage of my Erza's benefits." I turned Erza so Knightwalker could watch "Just think this could be you."

Erza took off the scraps of clothing she had left and took me into her mouth.

"You taste as good as last time." Erza complimented.

"And your mouth is as warm as last time."

Erza sucked my dick for a while Knightwalker watched.

_Two Erza's…_

"Erza I'm gonna!"

I exploded in Erza's mouth and she swallowed most of it. After that I walked over to Knightwalker.

"You're Erza too, it's your turn."

"Like I'd ever to that." She said turning away.

I rubbed her breasts through her leotard.

"Come on. It won't hurt to try will it. Are you gonna let Scarlet upstage you?"

The line about my Erza being better must have set her off because she turned right around and started stroking me.

"There we go." I ran a hand through her short bob "I never thought Erza would look so cute with short hair."

Erza came up behind her and unzipped her leotard and started slipping it off Knightwalker.

"Let's settle this fight." Erza said "Whoever pleases Lucy more will be the best Erza."

Knightwalker smirked "sounds fair enough."

Knightwalker inhaled my cock and started sucking. Erza came up beside me and untied my top and started squeezing my breasts.

"They're so soft Lucy."

I turned my head and started to kiss Erza. I put my hand on Knightwalker head and started to push her forward making her deepthrout me.

"Come on you're falling behind." I told the woman.

She quickly increased her speed as Erza came up behind her and rubbed Knightwalker's pussy.

"We have such a cute body."

"No fair you're cheating." Knightwalker said.

"I'm close Knightwalker."

"I'm gonna win!"

"HAA!" I exploded all over Knightwalker's face.

"You haven't one yet." Erza tackled the girl and started licking the cum off her face.

_The two Erza's are kissing each other and fighting over me!_

Once they had cleaned each other than tackled me and started fondling my body parts.

"You two are wild!"

"I'll show you I'm the best Erza."

"No I am!"

Knightwalker started kissing my neck while Erza started pushing me into her.

"So big!"

Knightwalker turned around and sat on my face. I got the hint and started licking her pussy.

_They even taste the same!_

Erza kept bouncing up and down, I couldn't see since Knightwalker wouldn't get off my face.

"Lucy~!" Knightwalker moaned as I felt her body shiver with an orgasm.

She fell off my face and laid down.

"Ha! You came already!" Erza taunted.

Knightwalker went over and pinched Erza's nipples.

"You must be getting close Erza…Come on!" Knightwalker taunted.

"Don't rub them like that. You'll make me…HAA!"

Erza's pussy tightened as she climaxed.

"Ohh Erza!"

Knightwalker pushed Erza off my dick and laid down smashing our breasts together. She lined my dick up and pushed it inside her.

"Ohh Fuck!"

"You're just as tight as Erza."

Knightwalker leaned down and started kissing me.

_Her lips area as sweet as Erza's_

"Mmmmm"

Erza crawled up and slapped Knightwalker's ass

"I think yours is a little fatter than mine. You should get in shape"

"I am not fat!"

I reached back and squeezed the butt "They feel the same" I grabbed her breasts "Knightwalker might be a little plumper…"

Knightwalker rolled her hips a few times "Cum for me. Prove I'm your favorite Erza."

"Lucy will always like me best!" Erza said biting Knightwalker's neck.

"You bitch!"

"Oh Knightwalker I'm close."

"You have to pull out Lucy!" She said "I have a job I can't risk having kids!"

I went to move out when Erza pushed Knightwalker back down "I don't think so!"

"No stop!"

"HAA!" I came inside Knightwalker.

I felt my cum dripping out of her as I pulled out.

"You bitch what if I get pregnant!"

"Then we'll make a good mother." Erza told her.

I rolled Knightwalker over and went back inside her "I find it much more attractive when I'm allowed to cum inside."

I thrust into Knightwalker more and more while Erza kissed and sucked her breasts.

"I think the contest is over." Erza said "Now it's a contest to see how much cum you can hold."

"This sounds like fun." I said.

"What are you two doing?!"

"I don't think Juvia will get pregnant. Maybe you'll be the lucky one."

"What the hell!"

I kept slapping my balls into Knightwalker.

"I wonder what happens if someone from Edolas has a baby with someone from Earthland. Maybe you'll be the first. It might bring natural magic to this world."

"Magic?"

"I suppose it's possible." Erza said

"Let's find out! UGH!" I came inside Knightwalker again "I'll fill you with so much cum you'll defiantly get pregnant."

"If this can bring magic to my world do it!" She said suddenly changing her mind "I'll do whatever it takes! Fuck me till I can't move! Fill me with your seed!"

"You're so naughty Erza." Erza told her.

Knightwalker got on all fours and started eating out Erza while I came up from behind and penetrated her womanhood again.

"Ha…Ha…Ha!" I moaned as I plowed Erza.

"Lucy!" I felt her tighten up again "You dick feels so good!"

"If you're gonna lick, lick faster." Erza said pushing the shot haired woman into her crotch.

Knightwalker mumbled about getting knocked up while licking Erza.

"AHHH!" I filled up her womb even more.

"So warm!"

I fell out of Knightwalker as cum poured out of her. Erza got up and wrapped her breasts around my cock "Leave some for me."

Erza started tit fucking me and it didn't take long for me to cum all over her breasts and she licked it off. Erza and I both started feeling weird and quickly got changed before we started floating away.

"I guess you two have to leave." Knightwalker said.

"We'll see you again I just know it." I told her "If you do get pregnant please be a good mom, I hope I was able to help."

"Thank you!" Knightwalker said placing a hand on her stomach "You might just save this world."

* * *

We got spit out back in Earthland. We met up with the Exceeds who were also sent here. Gajeel managed to get himself a cat and Lily said he had found someone suspicious walking around.

Lisanna, Mira's little sister.

_She's cute. She defiantly is Mira's sister…Sisters…I wonder?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Chapter Hint- It's November, the Christmas season is approaching.**

**Till next time!**

 


	13. Chapter 13: Broken Down- Evergreen

_Italics indicate thinking_

* * *

**Lucy's POV**

We had a big party since Lisanna was back. I had fun till Natsu punched me in the face. When I final made it back home I wasted no time getting into bed and getting some sleep.

I couldn't help think about Lisanna while I was trying to get to sleep.

_Mira may be the model, but Lisanna could be one to. Mira's the sexy one. Lisanna is cute. She defiantly has the whole little sister thing going for her._

Now I had thought about maybe getting Mira to help me bring Lisanna back here but she had just come home after being gone for years so I thought it was best to wait.

Somehow when we got back Juvia's hair was back to curls. How she grew it so fast don't ask me, but she did still have on the clothes I had picked out. Not much else had changed, Ever had let her hair down instead of having it tied up.

_Evergreen…She's cute, kind of bitchy though._

* * *

The next day at the guild I was sitting around with Erza and Juvia talking about random stuff. I was keeping Juvia close and running my hand over her thigh and back making her shiver and pant in her seat.

"Lucy-Sama…"

One of the people I had been thinking about last night walked up to us.

"Hello Evergreen."

The brown haired woman walked up to my table and asked to talk to me. I followed her outside into the forest.

"What's up?"

"What did you do to Juvia?" she asked.

"What are you talking about?" I asked.

"I heard her talking to you in her room the other night and now she's acting strange, changing the way she dresses and hanging around you. What did you do to her?"

_She's catching on…what do I do? Should I come clean and tell her I made Juvia into my lapdog or do I make up and excuse?_

"Umm…I"

"You know it seems like a lot of the girls from the guild have been acting strange around you. Cana, Erza, Mira even Levy…I want answers Lucy."

_Shit! Shit! Shit!_

"Now!"

"Uhh…" I just stood there shaking.

Ever pressed me up against the tree, her breasts pressing into mine. Her hand shot down and grabbed my crotch.

"I thought so…just what are you?"

_How does she know?_

She flipped my skirt up and looked at me.

"What the hell…"

I pushed my skirt back down "Don't do that. What if someone was watching?"

"It all makes sense now; all those girls are your harem."

"What no!" I said "They never said that! I may have had sex with them but they're not my harem."

_Although that would be awesome._

"So you did!"

"Uhh…well you see." I looked down and saw right into Ever's deep cleavage.

_Come on not now…_

I accidently let out a verbal groan and Ever realized what I was doing and backed away.

"Ewww!"

"Sorry…" I mumbled "you just…well yeah…"

"You used that thing and turned them all into your slaves!"

"They are not my slaves." I told her "Well Juvia kinda is." I mumbled after.

"I can't believe they could all be seduced by a freak like you!"

_A freak…_

I walked closer "None of the other girls called me a freak. I recall them telling me how much they loved me."

I pinned Evergreen against a tree.

"I broke Erza and Mira. Hell I even broke a member of the Oracion Sies. Don't think I can't break you Evergreen."

"What are you…?"

"You said I had a harem right. You know so much I think you'll make an excellent addition."

Ever tried to get her glasses off and I kept her hands down.

"Where's the fun if you do that?"

"Lucy…just let me go and I won't tell anybody. You can do whatever you want to the other girls."

"I don't think so. **Virgo!"**

"Yes Mistress?"

"Blindfold her."

"Of course." Virgo wrapped a cloth around Ever's eyes "Will that be all?"

"Yes thank you. Stop by tonight for a reward."

"Thank you Mistress."

"Even your spirits, you're sick!" Ever said

"Just relax Ever." I said sliding her coat off "I'll make you feel good."

_I have to break her; I can't risk her telling people._

I kissed her neck "Don't bother trying, that Blindfold won't come off."

"You bitch!"

"You smell delicious."

I squeezed one of Ever's large breasts.

"Ha!"

"See you like it." I cooed.

"No I don't. Let me go."

I felt her nails digging into my back.

"Keep struggling and I'll make Virgo come and tie your hands. I was nice enough to let you have them. So just sit here and enjoy it."

I pulled Ever's dress off and got naked as well.

"You look great." I told her "Shame you can't see my body. I think you'd like it. But I can't trust you to not turn me to stone so too bad…"

"I can't believe this!"

I moved Ever to her knees and moved my cock closer to her mouth.

"Say Ahh."

Ever kept her mouth clamped shut.

"Come on it'll be over faster if you just comply. I don't want to force you."

"Force me what do you call this?!" While Ever's mouth was open I shoved myself in.

"MPHM!"

"You don't have to see to know what that it right."

I moved Ever's head back and forth forcing her to blow me.

"So have you come around yet?" I said sliding out of her mouth.

"Fuck you…" She spat.

"You're worse than Angel was, you'll take a lot of work." I smirked "I'm gonna enjoy this."

I pushed Ever's breast around my cock and started thrusting into her cleavage.

"Hey! What are you doing?! Stop that!"

"You have such nice breasts. I feel like I'm between two big marshmallows." I told her.

"No Stop it!"

"I'm gonna cum Ever. I'm gonna cover you face!"

"Don't you dare!"

"HAA!" I blew my load and covered Ever's face in jizz.

"AAHHHHH!" the woman let out a high pitch scream.

I shoved my dick in her mouth "Keep your mouth shut you bitch. I don't need the whole guild back here."

I pulled out of her mouth and dragged her deeper into the forest. I put her down in a small field in the forest.

"How's it feel to be covered?" I asked her.

"Screw you. When I get out of here I'll tell the council and Master and everybody."

"I think I'll change your mind." I said sliding into her.

"AHH!"

"Nice and tight." I smiled "Just how I like it."

"No! Get out of there!"

I thrusted into Ever a few times.

"Stop it!"

"You so tight Ever." I said "My big cock barely fits."

"Help!"

"No one's coming to help you." I told her "Just give in and become mine."

"Let me go!"

"Better hurry up Ever I'm getting close. If you don't want me to cum inside you you'll have to ask."

"Don't you dare do that inside me!"

"Then just give in and I'll pull out. I always give my girls what they want."

A strained look crossed her face.

"Just say one sentence. 'I'm yours Lucy' that's all it takes."

"Ahhh!" I felt Ever's pussy clencth in climax.

"Hurry up I'm almost there."

"No get out!"

"Say it then!"

"P…Please Lucy pull out! If you do I'll be yours forever!"

"That's it!" I smiled.

_She's been broken._

I pulled out and came all over Ever's stomach.

"Lucy~ it's so warm…"

I untied Ever's blindfold. She stood up and kissed me.

"Thank you."

"For what?" I asked.

"Showing me what I was missing out on."

"It was my pleasure." I said as she stroked my cock.

Ever laid back and spread her legs.

"Again?" she asked.

"We're not even close to finished." I told her as I entered her "Look me in the eyes this time. I want you to see the face of your lover."

"I wouldn't have it any other way." She smiled as I thrust into her.

"We can't stay out here to long someone might come looking." I informed.

"You said no one was coming." She pouted.

"We can always go back to my apartment after this." I smiled "No one will bother us there. The other girls know better than to interrupt me when I'm with someone else."

"Who…Ah!...Who else is in this little harem you have? AH!" Ever moaned out her question.

"You, Cana, Erza, Mira, Levy, Sherry from Lamia Scale, Aries & Virgo. Juvia too but she's my special plaything."

"A sizable group. HAAA!" She said as she climaxed.

"I'm close Ever."

"You can stay inside it's safe." She said "I just panicked earlier.

"EVER!"

"Oh! Lucy!"

I jizzed inside Ever's tight pussy.

"One more time?" she asked rubbing my breasts.

"Give me a sec to get hard again."

_Normally I'm quick but I still need a few seconds._

"I'll take care of that." She said as her eyes glowed.

Instantly I was rock hard again.

"Stone eyes are good for a lot of things." She explained.

Ever hopped up and wrapped her hand around my neck and her legs around my waist.

I groaned at the sudden shift in weight.

_It's way heavier than it was when I did this position with Levy._

Ever started bouncing up and down as I held her up. Our hips made load smacking noises as she hopped.

"Mmmmm…So big." Ever moaned

"It feels so good Ever!" I moaned "You're so tight. The shift in weight every time you move feels so good!"

"Fuck Lucy! I want more!"

"I can't fit anymore in!" I told her "Your pussy is just too small for my big dick!"

"Ahh! Please more cock!"

I pushed a little harder and managed to squeeze more meat into Ever.

"OH YES!"

"Shit Ever!"

"Ha…Ha…Ha!" Ever moaned "I'm so close Lucy!"

"Me too!" I warned "Cum with me Ever."

I felt myself start cumming.

"EVER!"

"LUCY!"

I pulled out of Ever and she slumped to the ground.

"I can't believe I tired resisting."

I saw that the sun was setting.

"Get dressed so we can go back to my apartment, it's gonna be a long night."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**As always suggest who you want to see next.**

**Next Chapter Hint- Hey Little Sister (Insert Hook from White Wedding)**

**Till Next Time**

 


	14. Chapter 14: Sister Sister- Lisanna

_Italics indicate thinking._

* * *

**Lucy's POV**

When I woke up I was surprised to find my bed was empty. I was sure I had brought Evergreen back here last night. I was naked and I only sleep naked when I fall asleep after sex.

_I thought Virgo came by to?_

"You like that don't you, you skank."

_Ever?_

"Please punish me more Mistress Evergreen."

_Virgo?_

I opened my eyes and saw Virgo on the floor being groped by Evergreen.

_That's right! Virgo came by for her reward and it turns out her and Ever have similar tastes._

"Did I tell you, you could speak? Lick don't talk."

"Yes Mistress."

"I said no talking worm."

Ever was lying back with her legs spread and Virgo licking her pussy.

"You to look like you're having fun." I said.

"Princess!"

"Lucy!"

I walked up and wasted no time penetrating Virgo.

"HA!"

"It's rude to start without me. You've upset your Mistress Virgo."

"Please punish me for my unfaithfulness!"

I thrust my hips into Virgo again and again.

"Ohh~!"

"Lick more." Ever cooed squeezing her own breasts.

"Virgo you've been alive for centuries how are you still so tight?" I said forcing my big cock deeper.

"I can change to fit my master's needs, AHHH! You like tight girls so that's what I made myself! Would you like me to change more, Larger breasts or longer hair? You can pick how I look. AHH! I'M CUMMING!"

"Did Lucy say you could cum?"

"I'm sorry! Punish me more!"

"You're fine the way you are Virgo I'd tell you if I wanted you to change."

Virgo kept eating Ever while I pounded her from behind.

"VIRGO!" I came inside Virgo and the spirit stopped licking Ever.

"Thank you…"

I pulled out of Virgo and got cleaned up.

"Virgo you need to be punished for cumming to early." I told her "You can spend the day being Ever's plaything."

"Yes Mistress."

Ever took Virgo back to the girl's dorm to 'train' her.

* * *

I was sitting in the guild talking with Mira when Lisanna came up to me. The three of us talked for a while but Lisanna seemed awkward the entire time.

"It's getting late I'm going home." I told them.

I arrived back at my apartment and got ready for bed when there was a knock at my door.

"Lisanna?"

"Hi."

"You need something?" I said.

"We need to talk about something." She said.

I took a seat and the white haired girl played with her fingers.

"Um…I was hoping we could be friends."

"Of course we're already friends." I told her.

"I was pretty good friends with Edolas Lucy."

"Well I'm sure we can be good friends to."

She shook her head "I should be more specific. I was more than just Edo-Lucy's friend."

I looked at the girl confused.

"I was her lover."

"Uhh…"

"Lucy…are you like her? Do you have a penis to?"

I looked at the short haired girl and blushed "Yes."

"Oh good." She let out a breath.

"Huh?"

"I was worried I wouldn't be able to get any relief here." She turned around and shook her butt in front of me "I'm ready whenever you are."

"Lisanna what are you!" The girl kissed me.

"I was one of Edo-Lucy's favorites." She said "Let me show you why she liked me so much."

"Lisanna we…" I tried to speak but she kept kissing.

"Please I'm quivering over here."

She lifted my tee-shirt and freed my breasts.

"They're just as big."

She flicked her tongue over my nipple making me gasp. I pushed her head harder against my breasts making her moan.

"So tasty." She said before standing up and getting undressed.

Lisanna got on all fours and shook her butt at me "Come on…"

I walked up and went to enter her.

"No not that." She said "Spank me."

"What?!"

"Edo-Lucy used to knock me around when we did it. Please spank me, spit at me, do nasty things to me."

"Lisanna I'm not into that." I told her.

"One slap, choke me out, come on do something!"

"Lisanna I…"

Lisanna took my hand and rubbed it over her butt.

"I need this." She said "My little booty needs to be all red."

I cringed, pulled my hand back and spanked her.

"Oh Yes! More! Give me another!"

I cringed and did it again.

"Again! Spank me more!"

_She's sick!_

Every time I slapped her butt it jiggled around and she asked for more.

"Lisanna I think that's enough."

"One more please. I need to feel the sting!"

Her ass had gone from pale white to beat red over the last few minutes. She kept begging and despite my better judgment gave her one more.

"AHHH! YESSS!"

_Did she just orgasm from a spanking?_

I moved back on the bed and Lisanna laid down on her stomach and I moved myself towards her entrance.

"Put that big cock in me." She said "Stretch me out. Make it hard to walk."

_She's a total masochist!_

I pushed into Lisanna and she groaned.

"Mmmmm Fuck it's so big!"

"You're awfully tight." I told her.

"Edo-Lucy rarely went for where you are. She preferred to punish my butt more."

I smashed into Lisanna and she moaned with every thrust.

"Hit me!"

"No."

"Please Lucy! Hit me!"

"I don't want to hurt you."

"It's fine I love it! It makes me feel good! Beat me!"

I cringed and grabbed her hair while I fucked her.

"YES! Pull harder!"

I pulled back and moved so Lisanna so she was on top. She rolled her hips and moaned.

"Pull my arms back! Twist me like a pretzel!"

"Lisanna stop I'm not doing that."

"Uhh! Fine just fuck me!"

There was a creaking noise and I looked over and saw my front door open.

_I didn't lock it!_

Lisanna quickly got off my cock and covered herself with a sheet "Mira!"

"What are you two doing?" Mira asked.

"Mira this isn't what it looks like" Lisanna pleaded.

I just blushed when Mira looked at me.

"No I mean why did you stop." She said.

"Huh?"

"Don't mind me keep going I'll be in the kitchen if you need something."

Mira walked off into the kitchen. Lisanna moved and went to get off the bed.

"Where are you going?"

"I think it's best for me to go." She said.

I pulled her back to the bed and went right back inside her.

"She said to keep going so were gonna keep going." I told her.

"Lucy!"

"That's it moan so your sister can hear you being fucked."

"OH!"

The bed creaked and groaned with every one of my thrust.

"Pull my hair! Please!" Lisanna yelled.

I sighed, grabbed a handful of her white locks and tugged.

"HAA!"

"Mmmmm." I looked over and saw Mira sitting on the couch fingering herself while watching Lisanna and I have sex.

_That's so hot!_

I kept fucking Lisanna while she asked me to hit her more and more. I kept denying her request because I found it wrong.

_I don't want to hurt her. Virgo likes to be punished but not like this._

"OHH! LUCY!"

I felt Lisanna's walls tighten as she climaxed and sent me over the edge.

"LISANNA!"

I ejaculated inside Lisanna and after a few second I fell out of her.

"So good!" Lisanna rolled over "Will you hurt me now?"

"No Lisanna!" I told her.

"You're a naughty girl Lisanna" A naked Mira said walking to the bed "To think a few years in Edolas turned you into a submissive slut."

Mira grabbed Lisanna and bent her over her knee.

"Mira?!"

Mira caressed Lisanna butt "You may think you're a grown woman now Lisanna, to me you're still a little bratty little sister that needs to be punished."

I looked at the two confused when Mira suddenly spanked her sister.

"AH!" Lisanna bit her lip "Sis!"

"I'll hit you till you learn you lesson." Mira said spanking her again.

I sat there watching Mira slap her little sister. Lisanna looked like she was in heaven.

"Have you learned you lesson?" Mira asked "Don't ask Lucy to do things she doesn't like. If you like to be spanked like the little child you are I'll be happy to punish you."

*SMACK*

"MIRA!"

*SMACK*

"I've been a naughty girl!" Lisanna yelled "I need to be taught a lesson!"

_These two are insane!_

Mira slapped Lisanna a few more times before the girl was thrown off her knee and onto the ground. Mira turned around and kissed me.

"Let me make up for my little sister's mistakes. I guess I have to show you not all Strauss girls are so childish."

The much more mature Mirajane took my cock into her mouth and started giving me a blow job. I saw Lisanna was on the floor quivering.

*Slurp* "We haven't done it in a long time Lucy." Mira smiled "I forgot how big you were."

"You're still so good Mira. More experienced than your sister."

"I'll make sure to teach her the proper way to please you." Mira smiled grabbing Lisanna off the floor and making her kneel before me "Suck it!"

"Mira?"

"You need to learn how to make Lucy feel good. You're Edolas Lucy spoiled you. Here you'll have to learn the proper way. I won't have a little sister who doesn't know how to please her lover."

"Please teach me." Lisanna said getting close to Mira.

"Watch and learn Little Sister." Mira said as the two began kissing.

I didn't waste any time grabbing my cock and jacking off to the two kiss.

Mira reached up and groped Lisanna's breast "They've gotten bigger." Mira reached back and rubbed Lisanna's ass "This is bigger to."

Lisanna panted as Mira rubbed her body "I wanted to be just like you. A sex idol!"

"Not even close." Mira said rubbing the girl's folds "I'll always be the more attractive one. I have the bigger breasts, the sexier face, and I've pleased more people than you can even count. And I'm not a sex idol. People view me as a Sex God, I'm the woman all men want and all women want to be."

"Yes!" Lisanna said as Mira played with her while I watched.

"You can never be on my level; you're not even close to a Sex God, maybe a sex demigod." Mira moved her fingers faster making Lisanna moan "You have changed in the few years you were gone. You're not some little girl you are a woman now. My little sister has grown up into such a sexy minx."

"Thank you MIRA!"

Lisanna came from Mira's fingers and Mira licked them clean.

"You taste sweet."

Mira pulled Lisanna over to the bed and placed her in front of me.

"Show Lucy how much you just learned."

"Yes Mira." Lisanna said sitting up and taking me into her mouth.

Lisanna started bobbing her head while Mira gave her instructions.

"Listen from now on you don't make demands of Lucy. She gets to tell you what to do."

"Okay!" Lisanna said as she took me out for air "I'm Lucy's bitch!"

"Welcome then" Mira said rubbing the girl's back as she sucked "Lucy's harem just got another member."

"When did this become a thing?" I asked.

"What?"

"This harem?"

"Oh that, it was Cana's idea. She heard Ever talking about it yesterday while you two were in the forest. We all love you Lucy. So we just decided to make it official and share you. Officially you have ten bitches to please you whenever you want. 8 humans and 2 spirits."

O…Okay…Lisanna I'm gonna!"

"You better swallow all of it." Mira told her.

"AHHH!" I exploded in Lisanna's mouth and she gagged on the cum.

She wasn't able to swallow it all and some spilled out onto her breasts.

"You disobeyed me." Mira said.

"It's fine Mira." I said picking Lisanna up and laying her down "She's just tired. You mind finishing up."

"I apologize for my sister's weakness. I'll make sure she's ready for the next time you need her."

"You don't have to do that." I said as I entered Mira.

"Hmmmm."

"The way you treated Lisanna. Sometimes I forget you're a little demonic." I told her.

Mira gave me a cute smile and giggled "Sometimes it just slips out."

As I fucked Mira Lisanna moved over and started sucking Mira's left breast while playing with the nipple on the right.

"Ohh~!"

"There so big Mira." Lisanna said "I love you're big boobs. I wish mine were this big."

"You're still…AH!.. A growing girl! Maybe you'll grow. Levy had a growth spurt a few weeks ago. We ahLLL! Thought she was gonna be flat forever."

"I saw." Lisanna said kissing Mira's nipples while watching me fuck her big sister "They're big."

"Shit…Mira I'm gonna cum."

"Fill me up Lucy!" Mira moaned.

"MIRA!" I jizzed inside Mira and filled her full of cum.

"OHH! SO GOOD!" Mira yelled as I slid out of her.

Lisanna took it upon herself to clean Mira out.

"Lisanna!"

I laid back and when Lisanna was finished she crawled on top of me and inserted my dick into her pussy.

"Yeassss!"

"Oh Lisanna you're so warm!" I told her.

I looked over and saw Mira was laying her head on my chest half asleep.

"Your breasts are so soft Lucy." Mira said "I'm gonna use these as pillows."

"Go ahead." I said as she moved and rubbed her face over my breasts.

"Lucy you're so big!" Lisanna said as her hips moved.

"Who is better me or Edo-Lucy?"

"It's you by a mile!" Lisanna moaned "You may be the same size but you know all the right places to hit! I'm already so close!"

"I'm just about there. Cum with me Lisanna."

"Okay." I thrust into the girl a few more times when I felt my balls clench.

"HAAA!"

"LUCY!"

I filled Lisanna up and she fell off my cock. Lisanna laid down and put her head on my breasts.

"They are soft."

Mira moved around and started spooning Lisanna.

"Night you two." I said turning off the light.

"See you in the morning Lucy." They both said.

_So it's official. I have a harem?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please feel free to suggest who you want to see in future chapters.**

**PS- If you guys are interested in seeing Side Chapters showing some of the girls with each other and not Lucy (I.e.: Ever and Virgo, Angel and Aries, Mira and Erza, Etc…) let me know.**

**Next Chapter Hint- Bull's-eye.**

**I've come to the decision that barring the** _**one special case** _ **pregnancy won't come in till post-time skip (which to be honest isn't too many chapters away). This will just make keeping the actual plot of Fairy Tail in line much easier.**

**Till next time**

 


	15. Chapter 15: Cowgirl- Bisca

_Italics indicate thinking._

* * *

**Lucy's POV**

When I woke up the next morning Mira and Lisanna were still holding each other in their sleep. I ran my hand through Lisanna's hair and she stirred awake.

"Good morning Lucy."

"Morning to you as well." I said as she crawled under the covers so I couldn't see her but I felt it when she wrapped her breasts around my dick and started tit fucking me "Ohh."

Mira opened her eyes and kissed me "Lucy"

"Mira."

Mira removed the sheets and gave me view of Lisanna blowing me.

"You two got started without me." Mira pouted lying down and sticking her pussy in my face.

Mira started licking the tip of my penis when it came out from Lisanna's breast. While she did this I licked her delicious folds.

"Mmmmm."

"Lisanna I'm close." I warned the girl.

Lisanna took me out "Cum Lucy."

"UGH!" As soon as she said that I shot cum all over her and Mira.

The two looked up at me, their cute and mature faces covered in cum.

"Nice…"

* * *

After that we went to the guild. Every girl in Fairy Tail that I had, had sex with was sitting at the same table. I sat down with them, deciding that if they were going to call themselves my harem I had to lay down a few ground rules.

"First-" I said "No talking about it in public. This is still my secret and I want to keep it that way."

"Alright."

"Second- I'm the only one who gets to invite people in. You can make suggestions but I make the final call."

"Well you are in charge" Levy said.

"Third, and this is the most important one- Don't forget to give me a break every once in a while. All this sex tires me out. If I'm on a break you guys can have your fun with each other."

"Fine…" they all groaned.

"Good then disperse this large group will draw too much attention."

Most of the girls got up and left leaving me with just Cana.

"Did you ever think that one night with me would lead to this?" she asked.

"No never."

"Yeah and I never thought I be sharing one dick with almost a dozen other girls."

Cana and I talked for a while when she said something.

"Hmmm."

"What?" I asked.

"It's Bisca…she's been looking kinda…Blah these last few weeks."

"I guess I hadn't really noticed." I said looking at the green haired girl in the corner.

"Maybe she needs a hand?" Cana winked.

I just sighed "I don't know…"

"Come on Lucy." Cana whispered "Bisca's a cute girl."

"Yeah but she doesn't like me." I told her "She likes Alzack."

"Look the two of them are never gonna say how they feel." Cana said "I'm not saying you have to fuck her but just go talk to her and see what's wrong."

I got up off the table and Bisca got up and left the guild at the same time. I followed the woman around until she stopped at the tree in the center of town.

"Hey." I said taking a seat on the bench with her.

"Oh Lucy. Hi." Bisca was surprised to see me.

"Have you been feeling okay?" I asked her "You look upset."

"I'm fine…just been worrying about some stuff."

"Like what." I asked.

"Did 'ya ever like somebody but you didn't think they like you back."

"Umm…yeah."

"That's what's bugging me."

"Come on let's go back home and talk, it's cold out here."

* * *

Bisca followed me back to my house and I made us some tea.

"If you ask me." I told her "You should just tell him how you feel."

"It's not that easy."

"You two are terrible." I said "Just tell Alzack how you feel."

Bisca looked surprised.

"Umm…it's not Al that I was talking about."

"Well I just made this way more awkward."

"It's you…"

"Bisca?"

"The last few weeks…every time I look at you I feel this burning inside me. I decided a long time ago that Al and I are just friends, I thought you knew that."

_Cana!_

"I'm sorry if I made you uncomfortable Lucy."

_That low cut dress you wear makes something uncomfortable._

"No it's fine." I told her "Surprisingly you're not the first girl to confess to me."

"I'm not?!"

"No you're like the fifteenth."

"What the heck?!"

I rubbed my hand over Bisca's arm "I want to show you something."

I stood up and undid my shorts, and showed Bisca my secret.

"Oh…."

"Now you see why the other girls like me so much."

"Yeah…"

I leaned closer "Would you like to hear some of the other things they said?"

Bisca gulped "Sure…"

I kissed Bisca and she wasted no time kissing back. It wasn't a rough kiss like one of Levy's it was soft like Mira's.

"Bisca…"

"Lucy…"

I pulled the girl onto the bed and we kept kissing and touching each other. I still had no pants on so I was flopping around downstairs. I pulled Bisca's strapless dress and started to slide it off her body.

"Mmmmm. Lucy." Bisca moaned as I kissed her neck.

After I got the dress off I looked at Bisca's naked body. She looked even more stunning then I thought she was. She took of her panties and I got naked as well.

"You're so sexy Lucy." She said grabbing at my crotch.

"You're not bad yourself." I told her.

Bisca started rubbing her hand up and down my cock.

"It's so big; I never thought you'd have one of these."

"Most people…ha…never expect it." I moaned as she jacked me off.

Bisca kept rubbing me until I felt the rush coming.

"Bisca…I'm goanna HA!"

I sprayed cum all over Bisca's stomach.

"It feels nice." She said lying down on the bed.

I got between her legs and teased her entrance.

"Please be gentle." She said "This is my first time."

"Of course." I said kissing her.

I slowly pushed into Bisca until I hit a wall "This is gonna hurt."

"Just go."

I made one sharp thrust and she screamed out.

"AHHH! SHIT!"

I didn't move and let Bisca get used to having me inside her.

"Alright it's gone now…you can start."

I slowly started thrusting.

"You're too tight I can barely get moving.

"Sorry." She said.

"It's not your fault. You're just going to have to get used to have me inside you. I'm sure the others can help you."

"Others?"

I thrusted harder and forced more of myself in "I'll tell you later."

Bisca groaned "Ugh! So big!"

I kept thrusting into her "I'm getting close."

"It's fine stay in I'm on the pill."

"…BISCA!" I started cumming inside Bisca and filling her with my cum.

"LUCY! It's so good! This feels great!"

I pulled out of Bisca and laid down. She straddled my hips and inserted my dick into her.

"It'll be like riding a horse."

Bisca started bouncing up and down on my cock and slamming into my hips with every hop.

"Bisca you're so good."

"HA!" Bisca moaned "I love your big dick!"

I grabbed her hips and started thrusting to meet her bounces.

"It's so big!"

"You're so tight!"

Bisca and I fucked like that for a little while longer.

"Lucy I'm so close just a little more."

"Cum with me Bisca."

"AHH!"  
"FUCK!"

I filled Bisca with more cum and she fell off my penis. I went between her legs and started to clean her out.

_As usual I taste delicious._

"Ohh Lucy~"

"You taste good Bisca."

Bisca put her hands on my head and pushed my harder against her pussy.

"Mhmp!"

"Lucy your tongue is incredible! Please deeper."

I probed my tongue deeper into her making her moan louder and louder.

"OHHH! AHH!"

Bisca climaxed from my licking and fell back. I laid on top of her and slid into her hole.

"Still so big…"

I started thrusting into Bisca while we kissed and our breasts smashed together, she was so much smaller than me in the chest department I easily overpowered hers.

"Oh Bisca I'm…I'm gonna."

"Do it Lucy!"

"I'm cumming!"

"It's filling me up!"

I came inside Bisca and before I knew it she had taken me in to her mouth.

"Your mouth."

"Mhmp!" Bisca took me out "It's so hard. It feels nice having a dick in my mouth."

My balls kept slapping into Bisca's chin every time she bobbed her head.

"I'm gonna!"

"Cover me Lucy!"

I started cumming and sprayed Bisca and the sheets of the bed with my seed.

"Warm…"

"Wow." I said.

After that orgasm I collapsed on top of Bisca and I passed out.

* * *

**Bisca's POV- The morning after.**

_Lucy's incredible. To think she had all those girls that love her so much. And she was so accepting of me…_

I unlocked the door to my room and went to the kitchen. I saw a package on the counter.

"These are my birth control pills."

_Erza makes all the girls in the dorm take them even if we'd never had sex…precautions and all that._

I looked at mine.

And the one I thought I took yesterday was still in there.

"Oh shit…I let Lucy do all that stuff…hopefully it'll be okay…should I tell her? I don't want to worry her for no reason until I know for sure…this will be my secret.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next. You guys seemed pretty interested in Side chapter so I'll probably do one for Sunday.**

**Next Chapter Hint- It's an age old question. Top half fish, bottom half person. Or top half person, bottom half fish.**

**Till next time.**

 


	16. Chapter 16: Tidal Rush- Aquarius

_Italics indicate thinking._

* * *

**Lucy's POV**

Levy had come over last night and she didn't waste any time dragging me into the bed. This was the first time that she really got to use those new breasts. I mean she gave me that tit fuck the first time but that was it.

"Oh Lucy!"

I was thrusting into Levy giving her one last session before she had to leave for her job.

"You're still so tight."

"Harder!"

I picked up the pace and fucked Levy harder. I watched as her breasts jiggled around as I slammed into her.

_They look even bigger because they're on her tiny frame._

"Mmmmm Levy. You look so cute with that sex face."

"You too." She said kissing my neck "I'm close Lucy."

"I'm gonna cum Levy."

"Lucy!"

"HAAA!"

I started cumming and filling up Levy's pussy.

"So good."

I laid down on the bed next to Levy to catch my breath.

"That was great." I told her.

Levy and I kissed and caressed each other for a while before she had to get up and leave. After Levy left I realized I was all sweaty from the sex so I decided I needed a bath.

* * *

"This is nice." I said to myself as I relaxed in the water "I haven't taken a relaxing bath in a long time. Reminds me of when I was a little girl. I used to take baths all the time."

I thought back to the times when I was little and I used to summon Aquarius to take baths with me. Back then I was lonely and she was my only friend. She was never happy about me calling her for something like that but no matter how much she said she hated being called just to sit in the bath with me…she always stayed. Then after a while she stopped coming when I called her, I left home not too much longer after that. When you're a runaway taking baths isn't always easy so I had to stop.

"I think I'll call her. **Aquarius!** "

The mermaid appeared before me.

"What?!...Why are you naked?"

I splashed the water "Come in."

"Excuse me?! You're telling me you called me all the way here to take a bath with you! What are you five!" she yelled.

"I was thinking we could take a bath like we used to." I said "we haven't done this in so long."

"No way!"

"Please." I pouted.

Aquarius grumbled to herself and got in the water.

"I hate you so much brat."

"And how are you?"

Aquarius begrudgingly talked to me while I sat in the bath.

"This was nice." I said getting out of the water "We used to do this all the time."

"Yeah. I always hated it."

"But you always stayed." I pointed out "Or you did until I got older. Why'd you stop coming?"

"You really don't know?" she said "I thought it was obvious."

"I don't get it."

"You hit puberty girl." She explained "You kept getting a boner every time. It was weird!"

"I did?!" I got embarrassed "I don't remember that."

"That's probably because you've always associated more with your girly side and less with the male one. You were young you probably didn't even know you were leering at me."

"I don't think I ever leered at you." I told her.

"Really…cause you're doing it right now." She said pointing at my crotch "Look at yourself, do you have any self-control?"

I looked and saw I had a hard on.

"I taught you about your body, I thought you'd have better control than this. Probably cause that maid and the ram are always over here letting you fuck'em."

"Whoa!" I yelled "How'd you know that?"

"I know everything girl." She said "that and there's only like five female spirits, we talk about stuff like this."

I felt the blush on my face "This is so embarrassing."

"What are you all flustered for?" she said "You used what you were given; as long as you're careful it doesn't matter."

"I'd figure you'd be the one to tell me not to have sex."

"At least you have a partner of some kind, it's better than being alone." She said looking down.

"Is something wrong?"

"It's nothing." She said.

"You and Scorpio are having some problems aren't you?"

"Shut up brat!"

"You want to talk about it?" I asked.

"No…"

"Alright."

I was looking in the mirror after drying off; Aquarius was still sitting in the water.

"Are you checking yourself out?" she asked.

"No." I told her.

"Look at that thing." Aquarius spat.

"What about it?" I said looking at my penis.

"It got so much bigger." She said "it used to be no bigger than my finger."

"I guess puberty was good to me." I said pointing to my breasts as well.

"You certainly aren't the same brat from back then." She said "…you really have changed."

_She always tries to act tough…I know deep down she really cares._

"Come over here." She said.

"Why."

"Just do it!"

I walked over to Aquarius and she grabbed my cock.

"What the!"

"I thought I taught you how to take care of this." She said "I guess I have to show you again."

_I forgot Aquarius showed me how to masturbate._

* * *

**Flashback.**

"It hurts." I whined.

"Jeez girl." Aquarius snapped "Here!"

She took my hand and wrapped it around my male part.

"Stroke." She said.

I started moving my arm.

"Faster." She instructed "Any time this happens just do this."

I kept moving my hand "I feel funny." I told her.

"That's fine."

"Aquarius. I have to use the bathroom."

"No you don't just keep going."

"AHH!"

Some white goo came out and got all over the floor.

"It doesn't hurt anymore." I said

"There. Problem solved. Now clean up this mess."

* * *

**Flashback End.**

"Come on girl I don't have all day. Just cum already. I don't like doing this."

"Ha…Ha…Ha…Aquarius there's…Ha….something I have to tell you."

"What?!"

"You…you were my first crush." I said "You're so pretty."

"Shut up…" she said looking away.

"Aquarius I'm…I'm gonna."

"Just do it girl!"

"I'm cumming!"

I shot my load into the bath water.

"Yuck." She said "Now it's in here…with me…"

I caught my breath and looked down and the water in the tub was foaming up.

"What the..?"

"GAH!" the fish yelled

"Aquarius!"

"What did you do girl?!"

Aquarius groaned in pain as the water foamed up and spilled out of the tub.

"AHH?!"

There was a tearing noise and two long womanly legs emerged from the water.

"Ah…ah…my tail?"

"You have legs…"

Aquarius' tail was gone and two long and sexy legs were in their place.

"Girl?!" she glared

"I'm sorry." I told her "I didn't know this would happen."

_This must have been what Porlyusica was talking about. My semen reacted with her body and changed her fish tail into human legs. It already made breasts grow, turned a man into a woman, and changed a fish tail into legs…what else can this stuff do?_

Aquarius stepped out of the water and fell on her face.

"Not used to them?"

"Shut up!" Aquarius struggled but managed to get up and walk around "Now explain."

I gave her the run down on my trip to the doctor and the warning I was given, I left out the parts about Natsu though.

"This really was an accident. I've had sex with other girls since I got her warning but nothing happened to them."

"I can't believe this." She said running her hand over her long legs.

"I think they make you look sexy." I said "very womanly."

"Shut it brat!"

"Think about your old body." I told her as she stood in front of the mirror.

"What?"

"Just do it." I said "It should turn you back."

She closed her eyes and her legs turned blue and fused back into a tail.

"See…now think about the legs."

The tail split apart and the two pale legs were back.

"Well look at that." She said as she rubbed her legs and hips; she stopped at her crotch "So this is a human form."

"You don't have a vagina when you're a mermaid?" I said.

"I do." She corrected "but not like this." She said touching the folds "Hmm."

I ran my hand up her leg "They're so sexy."

"What are you doing?!"

I moved closer "Aquarius…"

"What do you think you're doing girl?"

"You taught me about my body…let me teach you about your new one." I moved my lips closer.

"Girl…"

I began kissing my first spirit and was shocked when she didn't fight me.

Aquarius broke the kiss "All wrong…I guess I'll have to teach you how so you don't make a fool of yourself." Aquarius began kissing me again and we moved out of the bathroom and into the bedroom.

I fell back onto the bed and pulled Aquarius down with me. We made out for a while before she lowered her head down towards my crotch.

"Like I said you can't control this thing at all." She licked it "I guess I can take care of it again."

"Thanks." I said as she took my cock into her mouth and began sucking.

"What happens tonight never leaves this room understand." She said looking me in the eye "No one can ever know."

"Alright." I hissed as she went back to sucking.

She made gagging noises as she sucked "It got so big. Were you taking vitamins or something?"

"Nope, like I said just good genes."

Aquarius looked me in the eye as she sucked.

_She looks so mature and sexy. Those legs to, she's so much taller._

When Aquarius stood her new legs made her tall, she was at least as tall as Cana, that's a good few inches taller than me.

"Aquarius I'm gonna…UGH!" I came in the spirits mouth and on her chest.

"Give me some more warning next time." She said "I almost choked."

"Sorry." I said having her spread her legs "Now let me show you some stuff."

I licked up her slit and flicked my tongue over her clit "AH! Oh wow. That felt…It's so different from my fish parts."

"Don't call them fish parts." I said licking her "It sounds weird."

"More girl do it more, this feeling is….Mmmmm."

I kept eating Aquarius out and she kept moaning.

"HA!" I felt her walls tighten around my tongue as she orgasmed.

"How did that feel?"

"You've certainly grown up if you can do things like that."

I laid next to the former mermaid and played with her large breasts "When I was growing up I wanted a pair as big as yours."

"Well you defiantly surpassed me." She said touching mine "Enough small talk. Let's get to the main event."

Aquarius went spread eagle with her new legs and opened up her folds for me.

"Alright." I said teasing her entrance "I don't know if this will hurt you."

"I wasn't a virgin as a spirit but with this anatomy who knows."

I slowly entered Aquarius but there was no wall blocking me so I started my movements.

"Shit!" she moaned "It's huge, so thick!"

"You feel so good Aquarius." I said holding her legs "And your legs are so smooth."

"I never thought I wanted legs." She moaned "But they feel so good."

I kept slamming into Aquarius. Each thrust sent a look of pleasure over her face.

_I'm having sex with the person I've known for the longest, my first crush. This is like a dream come true._

"I'm close." I told her "I'm gonna cum inside you."

"Don't even joke like that girl!" She said "Are you trying to get me pregnant?!"

"But Virgo said spirits can't get pregnant."

"Stupid maid, making up crap like that." She spat "Spirits can become pregnant with human children, it's extremely rare but it is possible. You need to be more careful about things like that. If you're close pull out I don't need Scorpio asking questions when I find out I'm having your kid."

I pulled out and finished on her stomach.

"There a lot more of that than the first time too. You really are a woman now Lucy." She said wrapping her breasts around my cock. She smiled at me "You've grown up so much."

"Please stop." I said "this is so out of character for you."

Aquarius didn't answer she just went on moving my dick between her breasts.

"I'm gonna…AQUARIUS!"

I came all over the spirit's face and long blue hair she licked some off her lips and moaned.

"You should get back to the spirit world." I told her "Aries said pleasure spirits gain the immunity period but you're not one."

"That was a lie of omission on her part, all spirits get that break period from sex with their master."

"Is that why Loke was able to stay in this world so long?"

"No it only works with our master." She said getting on all fours "Now…Less talk more sex."

I got up and rubbed my dick against her butt.

"What do you think you're doing?"

I pushed into her ass.

"AHH! YOU BITCH!"

"These legs are connected to such a cute little ass I couldn't resist." I told her as I thrusted into her butt.

Aquarius groaned as in pushed in and out of her "Fuck…it's not that bad. I kinda like it."

I kept pulling on Aquarius waist and slamming her ass into my crotch.

"HA! LUCY!"

"You just climaxed, I wasn't finished."

"Hurry up." She said "I can already feel another one. Cum with me!"

I thrusted faster and faster.

"I'm almost…"

"Me too…"

"AHH!" we both came at the same time and I filled Aquarius asshole up with my semen.

I laid back on the bed.

"I never thought this night would ever happen." I told her.

Aquarius laid down next to me "Me to brat…me to…"

* * *

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please feel free to suggest who you'd like to see next.**

**You guys seemed into Side Chapters, I'll be posting the first one tomorrow so your hint is for that, after that they'll be a side chapter every few chapters or so.**

**Next Chapter- Her Fleece was white as snow…**

**I tried to do my best to work with the relationship Lucy and Aquarius have. I tried to have Aquarius be the mother figure Lucy needed as a child without their sexual relationship coming across as too weird.**

**Also isn't Little Aquarius from the filler arc adorable, I can't wait to see her fight Wendy next week.**

**Till next time**

 


	17. Side Story 1- Aries and Angel

_Italics indicate thinking_

**Parts of this chapter are written as if Aries was telling the reader a story.**

* * *

**Aries' POV-shortly before contract "negotiations" with Lucy.**

Hello.

My name is Aries, and I'm a pleasure spirit. We pleasure spirits specialize in making our master feel good. My current master will so be Lucy Heartfilia. I've had many masters thought my long life but Miss Lucy is the best…but I'm not here to talk about her. I'm here to talk about my last master.

This is the story of the first time I was summoned by Miss Angel.

* * *

**3 years before Lucy and Natsu meet in Hargeon**

" **Aries!"**

I appeared in the human world like I always do when I get called. I didn't recognize the place I was in and I didn't know the woman who summoned me.

"Who are you? Where is Miss Karen?" I asked the woman.

"Did I say you could ask questions?"

"I'm sorry."

"My name is Angel, and I'm your master now."

"Yes Ma'am."

Angel didn't do contract negotiations, she did demands. I accepted the lightest deal I could get. In the few minutes I had spent with this woman I could tell she was different from Karen

"I've heard a lot about your Aries." Angel said "Is it true that you're a pleasure spirit?"

"Yes Miss."

Angel paced around the room and looked up and down my body.

She walked up and rubbed my shoulder "Take your clothes off."

"Umm."

"Aries!"

I shivered and slowly slid the wool off my arms and then off of chest and waist. Angel continued circling me.

"You have a cute body. Very curvy." She said "Defiantly designed for pleasure."

"Thank you Ma'am."

"Play with yourself." She instructed.

"Excuse me?"

"It would please me to watch you play with yourself. Do it." She glared.

I slowly lowered my hand towards my crotch "Yes Miss."

I rubbed my finger across my folds and clitoris. I moaned as I slowly inserted a finger inside myself.

"Ah!"

"Good…I'm going to have fun with you." Angel smirked sitting on the bed "Keep going."

Angel sat back and watched as I fingered myself on the floor of her room.

"Ah…AH!"

Angel was biting her lip as I got closer and closer to climaxing.

"HAA!"

I threw my head back as I orgasmed in front of my new master.

"Very good." She said getting off the bed and walking up to me "Now get up."

I slowly stood on wobbly legs and followed the woman. She led me into the bathroom where she took her clothes off and turned on the shower.

"Clean me." She commanded.

I picked up the cloth and started washing the woman.

_This is so degrading…but it is better than getting hit by Miss Karen…where is she?_

I moved my hands around the woman as a scrubbed her. Angel was a pretty girl. She had short white hair and nice curves. I slowly washed breasts with care.

"Not so rough you stupid sheep."

"I'm sorry."

After she was clean Miss Angel turned off the shower and wrapped a towel around herself and walked back into the main bedroom.

"May I put my clothes back on Miss?"

"No." she said sitting on her bed.

"Okay."

Still in her towel Angel sat on the bed a flipped through a magazine.

"If you don't need anything may I return home?" I asked "It's not safe for me to stay for too long."

"Don't lie to me." She said "I know that spirits can stay longer in this world through certain 'activities.'"

_How does she know that?_

Miss Angel sat up on the bed and removed her towel.

"I plan on keeping you around to wait on me hand and foot." She said running her hands over my body "If that means I have to lower myself to allowing you to touch my body then so be it."

"That trick." I explained "It only works once every seven days."

"I know that. I still plan on bringing you out frequently." She said touching my breasts.

_Another spirt must have told her about the sex grace period…but who?_

Miss Angel poked and grabbed at various parts of my body before going back to her bed and lying down.

"Get over here."

"Yes Ma'am I'm sorry." I said walking towards the bed.

"Get down there and lick."

"Of course Miss." I said placing my head between her thighs.

I slowly began licking at Angel's folds and she just laid back and closed her eyes.

"Is that it?!" she snapped "Do it better, lick like you mean it!"

"Sorry." I said going at her pussy harder.

"That's better." She said opening her eyes "How does it feel to be able to taste such a heavenly body?" She rubbed her hands over my horns.

_My horns are so sensitive._

"Thank you Ma'am."

I flicked my tongue over her clit and I heard her moan.

"Again." She said.

I repeated my last movement.

"Hmm..." She hummed and moaned as I ate her out.

As I licked she reached over into a nearby drawer and pulled something out. She reached over and shoved something into my pussy.

"What is that?!" I yelled.

I heard a click and the thing started vibrating.

"A vibrator?!"

"Don't stop licking." She said "you're actually close to making your master orgasm."

I felt that thing shaking around inside me as I licked her.

"AHH!" I moaned as I came from the vibrator.

"You naughty girl." Angel smirked "Did I say you could cum."

"I'm Sorry." I said.

"Finish up down there." She said "I don't have all night."

I licked harder until Angel started panting.

"Ah…Aries!"

I felt her walls clench around my tongue as she came. When Angel calmed down she reached over and pulled the vibrator out.

She reached into the drawer and pulled out a large purple dildo and gave it to me.

"Use that on yourself."

"Yes Ma'am."

I took the rubber rod and teased my entrance. Miss Angel had taken out a red dildo for herself and was watching me.

"Put it in." she said.

I slowly slid part of the toy into my body and I let out a moan as in entered.

"Ha!"

"Good" Angel smirked "Start fucking yourself."

I began pumping the dildo in and out sending wave up my body.

_It's so cold._ _I haven't had a male master in so long; I miss the feeling of a real penis. Those men Miss Karen made me please. When it's not my master, the sex just isn't the same._

Miss Angel moved over and took the dildo she was pleasing herself with and put in near my mouth. I got the hint and began sucking the rubber penis.

"Good." She smiled.

I kept sucking the red dildo in Angel's hand and moving the other in and out of my pussy. I moaned as I felt my walls clutch around the purple rod in my pussy.

"AHH!"

Angel took the dildo out of my mouth and shoved the one that had been in my vagina into my mouth.

"Clean it." She instructed.

I licked the rubber toy clean and Angel went back to her cabinet of toys. This time she pulled out a two sided dildo.

"Your master is actually willing to share with you." She said "You'd better enjoy it."

"Thank you Miss."

I slowly took one end and inserted it into myself. Angel scooched over and slid the other half into her. We sat there for a few second before I started moving my hips and forcing the dildo in and out.

"Going before your master? You're such a horny little sheep." Angel smirked.

My new master began moving her own hips and the dildo was sliding in and out of both of us.

"Tell me." Angel said "How does it feel."

"It…its good Ma'am. I like this feeling."

"Good." She smiled "You're a pleasure spirit Aries, do you like sex?"

"Yes." I told her as I moved my hips more roughly "I love sex! It's part of my very being!"

Angel just smirked "Good to know."

I slammed the dildo into me faster and faster vastly out pacing Angel.

"AHHH!" I climaxed and Angel just smiled and continued moving her half of the toy.

I sat up and removed the fake penis from me and went up to Angel's breasts.

"What are you doing?" she asked.

I flicked my tongue over her nipple "Pleasing my master."

"Very well." She said as I began sucking on her breasts.

They tasted good. Angel had large breasts but not too big. Part of me started thinking that she really did look like an angel.

_Every part of her is almost perfect, but why does she have all these scars? They don't look like they came from a fight…_

"Miss Angel." I stopped playing with her breasts "What are all these scars?"

She stopped moving the dildo and spaced out.

"Ma'am?"

"Never…ask about them…again." She said staring off into the distance.

"Yes Miss."

_That was weird. It must be a personal thing, she looked scared…_

Miss Angel just sat there looking out the window. I took the double dildo from earlier and teased her entrance.

"I'm sorry if I did something wrong." I told her "please let me make it up to you."

"…Of course…" She said as I pushed the dildo into her "Ohh~"

"You have such a cute pussy Ma'am." I smiled looking up before sticking the other end in my mouth.

"Of course I do I'm an angel Aries."

I licked the shaft of the toy and smiled "Yes you are."

I kept pumping the dildo into Angel's pussy and sucking the other end.

"Just…a little more…." Angel said.

I moved the toy even faster "Please cum." I said.

"ARIES!" Angle's juices covered the rubber penis as she orgasmed.

I pulled the cock out and licked it clean "You taste so good." I said "Thank you for letting me taste the nectar of an angel."

Angel laid back and went under the covers "Yeah…"

"Is something wrong Miss." I said getting under them with her.

"…Aries…do you think I'm pretty?"

"Yes of course Ma'am you're gorgeous."

"Even…Even with these scars?" she asked.

"Anyone who would think those scars make you less beautiful doesn't really care about you." I told her "They're make you look beautiful."

Angel just smiled and pulled me close to her and put her face in my neck. I suddenly felt moisture on my shoulder and saw that Angel was crying.

"What's wrong Miss?"

"Thank you." She said "for saying I'm beautiful. Please stay."

I laid there while she cried into my shoulder. I spent the night in bed with my new master. Eventually she fell asleep but her cheeks we stained with tears.

_She's so different from when we started. She was so commanding but now…she like a lost little girl. She seemed to change when I asked about her scars. Just what happened to you Miss Angel…?_

* * *

And that was my first night with Miss Angel. Well I have to go now Miss Lucy wants to work out the details of our contract. I wonder if tonight will end up like my first night with Miss Angel did. Lucy sure is pretty…

Oh! Sorry you don't need to hear me drabble. Come back again sometime and maybe I'll tell you about my adventures with my old master Karen.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next in the main story or in a side story.**

**We'll be heading back to the main story next chapter so we can get to post-time skip and the GMG.**

**Next Chapter Hint- Lucy needs to show her first girl she hasn't been forgotten.**

**Till next time!**

 


	18. Chapter 17: Not forgotten- Cana

_Italics indicate thinking_

**Little bit of Slice of Life thrown in in the middle section of this chapter.**

* * *

**Lucy's POV**

I was lying in bed after a long night with Juvia. Nothing special I called her over so I could play around with her a little, she's so submissive. I like to have her come over and do things for me. I have some rules to make her stay as me pet. One of them is that as long as she's in my house she can't wear any clothes and I pick out her outfit when she leaves. I keep it civil though. I would never want to do something that would overly upset her and I would never hit her in a non-sexual way. It's kinda like Lisanna, she likes to be hit but I don't go any further then a spank or the rare hair pull.

"Juvia~" I cooed as she slept "Get up."

"Lucy-Sama…"

I squeezed her breasts and pulled her closer "How was your night."

"Juvia enjoyed it; she always enjoys her nights with Lucy-Sama."

I put my head in Juvia's long blue hair; before she curls it is always long and wavy.

"Juvia should get up and get started on breakfast."

I slid my hand between her thighs "Why don't we stay in bed today?" I pushed a finger in.

"Lucy-Sama!"

"Just a few more hours. We can go to the guild for lunch or something." I whispered in her ear as my finger played with her folds "You'd like that right Juvia?"

"Juvia…Juvia would…AH...like that very much!"

"Good" I turned the girl to face me and kissed her.

Juvia climbed over me and went to the nightstand to take something.

"Juvia still wants to make sure she's careful." She said "She doesn't want to be scared like last time."

Juvia swallowed and I pulled her over and kissed "I'm sorry about that. That first night…It was wrong of me to try that with you."

"Juvia knows…she would have been fine had she gotten pregnant but not being it is also good. Juvia is just at a place in her life where a child wouldn't be practical."

"I know me to." I said sliding my dick into her "I'm not old enough to be a mom…or dad…If you ever did get pregnant though, please let me know as soon as you suspect."

Juvia rolled her hips "Any of your girls would let you know if they knew."

"Enough pillow talk." I said grabbing her hips "Let's fuck!"

Juvia started slamming her hips down with more ferocity and I grunted with each bounce.

"Lucy-Sama is so big!"

Juvia moaned as I grabbed her butt while she bounced "Is this booty getting even bigger Juvia? It already looks huge in tight jeans."

"Juvia isn't sure…she has had trouble getting into some of her older outfits."

"Maybe we need to go on a shopping trip, we can take the whole gang, make it a girl's day…I'm getting close Juvia."

"Juvia would like that! Juvia is going to…LUCY-SAMA!"

I felt Juvia tighten up as she orgasmed.

"Oh! Shit here it comes! JUVIA!" I started pumping jizz into Juvia and she moaned at the warmth.

"It's so good Lucy-Sama!" The girl said overcome with bliss.

"Same on my end…now go get me the communication lacrima and get dressed. We're going shopping."

"What would Lucy-Sama like her doll to wear?"

"It's cold out today wear your normal outfit."

Juvia handed me the crystal ball and went off to get changed.

I dialed Erza and she picked up "Good morning Lucy. I see you and Juvia had a good night."

"Hey Erza, I'm taking Juvia out shopping why don't you tell the other girls to come?"

"I'll inform the others, shall we meet at your house?"

"That's fine. Maybe you can stay long tonight." I told her as I hung up.

* * *

**Shopping!**

Everyone had come except for Bisca. When Erza asked her apparently she wasn't feeling too well. We had a lot of things to buy and a large group shopping and had broken into smaller groups to peruse the main shops. First thing I did was take Juvia to try on some pants.

"We got a few pairs let's go into the dressing room." Cana said.

Cana had come but she seemed a little out of it but I figured it was probably because she hadn't had anything to drink yet.

"You don' have to come in with Juvia"

"We want to." I said "It'll be good to have a second opinion.

We got into the booth and Juvia got out of her dress. She tried on the jeans first.

"This is one size bigger than the ones you have now." Cana said "you said the others were a tight squeeze let's see how these fit."

Juvia took the jeans and attempted to get her large rump into them.

"How do they look?" she asked after buttoning them.

"Good." I said.

"I guess you just went up a size" I said "How do they feel."

"Fine. They feel perfect." Juvia remarked looking in the mirror.

_If she only went up one size it's probably just a coincidence, and not a result of me._

"Try this pair on." Cana threw a pair of Yoga pants at the blue haired girl.

"Juvia doesn't know…"

"Just try them on." I said.

The girl got out of the jeans and put on the tight pair of pants.

"Oh my God!" I almost yelled.

"Holy Shit!" Cana added.

"What? Did Juvia do something? Dot they look that bad?"

"They look great!" we both cheered.

Juvia's ass looked like it was about to explode out of the tight pants.

"Juvia…your ass…" Cana couldn't even get the sentence out.

"It's incredible." I finished "Best in the guild no questions, perfectly round. It's big but not fat. God you look great in those."

"Stop it, you're embarrassing Juvia." She said blushing.

I walked up and put my hand on the girl's rump, I grabbed it and watched it jiggle and bounce around.

_I love Juvia's ass, it's so… fleshy…I'd love for her to just sit in front of me and shake her ass around._

"Damn…You two finish up here I'm going to check some other stores."

_If I don't leave now I might tackle Juvia and ravage her in this dressing room._

Both walked up and kissed my cheeks "See you later Lucy."

* * *

**A Few Days Later**

I had a long day and I was relaxing in the shower.

"Ahh this is nice so relaxing."

"You have a great bathroom."

"I know right…HUH?!"

"Maybe I should move in?" Cana pondered.

"What the heck are you doing?"

"Taking a bath…Duh. You have anything to drink Babe?" Cana said.

"Don't babe me!" I yelled "how'd you get in here?"

"Mira made all of us keys to your apartment, she didn't tell you?"

"No!"

I still needed to relax more so I got in the tub with Cana.

"Do you normally take baths with other woman?" Cana asked.

"Umm…"

_**No one can ever know.** _

Aquarius words echoed through my mind

"Not really." I shrugged.

"Uh huh. How are things with your Dad?" she asked out of the blue.

"Alright I guess, we haven't talked much but it's okay."

*Sigh*

"Listen Cana if you want to talk I'll listen."

Cana stood up, walked through the water and straddled my hips.

"Not tonight, let's just…be together for a night."

Cana started kissing my neck but it felt…weak.

"Cana are you alright?"

"I was the first Lucy." She said "but I'm the one who gets to have you the least, Juvia's you toy, and from the outside she looks like your favorite, Erza and Levy are over here all the time, hell even your spirits get more than I do. We all agreed to share, but that doesn't mean I can't be jealous that I'm not the one who gets you the most."

"Cana I don't play favorites." I said "I like you all equally."

"Really?!" she yelled standing up "Because anytime someone's not looking your grouping Juvia's fat ass and not looking at me?! Mira and Lisanna got to share you the other night. The only girl who's had you less than I have is Bisca, and she's been sick the last week!"

"Cana calm down. "

"I thought…I thought I was special…"

"You are." I said "You were the first and that will always be important to me." I stood up and held her close "I'm sorry you felt ignored."

I looked up, gazed into her eyes and slowly kissed her.

"Lucy…"

"Let me show you how important you are to me." I said biting her neck.

"I'm sorry I over reacted" Cana said.

I reached up and touched Cana's breasts. I felt her hand running through my hair as we kissed and caressed each other. Cana broke the kiss and dropped to her knees and took me into her mouth.

"Still your precum tastes sweet." Cana smirked licking the head.

"I've missed this Cana."

I moved her head back and forth as she sucked my dick. The water splashed around as Cana moved back and forth. She was moving so fast her breasts were bouncing around and making slapping noises when they hit her body. The bath had been so hot that my ball sack was more saggy than usual so it kept slapping her in the face.

"Mmmmm" Cana hummed as she sucked making the feeling even better.

"Oh~ Cana." I moaned "I'm so close. AHH!"

I filled her mouth with hot cum and Cana smiled as some dribbled out "Still great."

Cana got up and kissed me.

"Now for the big show." She smirked placing her hands on the wall and placed her butt near my crotch.

"This will be great." I smiled entering her.

"Oh yeah!" Cana groaned "Fuck that's good!"

"Such langue" I smirked thrusting forward.

"I'm an alcoholic you don't expect me to be polite so you?"

"No." I said slamming her hips harder "That's part of what makes you so hot."

"You're so rough." Cana moaned "That's just how I like it, destroy me!"

"Oh I will." I said hearing my balls slap into my thighs "You're gonna have trouble walking when we're done."

"Sounds great!" she moaned "I'm close Lucy."

"Me too." I grunted "I can still stay in right?"

"Of course! LUCY!"

I thrust a few more time when I started feeling cum shot out and fill Cana.

"AHH CANA!" I filled Cana up and slid out.

One last rope shot out and fell into the bath water below…but unlike with Aquarius nothing happened.

_This is so odd. Porlyusica said my semen was magic but why does it only affect certain people…why do I even care. Every change that has happened so far has been for the better, Levy's bust. Natsu and Natasha, and Aquarius legs. Part of me wants to experiment and see who else might go through a change but that's for another night, right now I wanna keep banging Cana._

Cana turned around and pulled me back to the bedroom. She laid down on the bed and spread her legs.

"We're gonna go all night." She said.

"Yep." I teased her entrance.

Just as I was about to penetrate her there was a knock at the door.

"Really?!" Cana groaned.

"Cover yourself up I'll be right back." I said throwing on some PJ's and looking out the peephole.

"Look Bisca now's not a good time." I said cracking the door.

"Lucy I…"

_Cana was upset because she feels like the other girls get put first; tonight will be just me and her._

"Look I'm busy can you come back tomorrow?"

"Yeah…sure…" she said looking down and walking off.

"Who was that?" Cana asked as I got back in bed.

"Bisca, she said she'll come back tomorrow." I kissed Cana's breasts.

"Okay." Cana said moving me on top of her.

I wasted no time going back inside Cana and thrusting into her.

"It feels so good having you on top of me." Cana moaned.

"I love the felling of breasts smashing together" I told her.

"Really?" Cana said through a pleasured face "The way you act with Juvia I thought you were an ass girl."

"Just Juvia's. Something about her just makes that too perfect to ignore." I told her hearing my balls slap into her "Like Levy I prefer large boobs."

"Yeah me too!" Cana yelled as I pounded her pussy "Big boobs are way better than an ass. You can show boobs off way easier. Not to mention all the girls in the guild have huge cans must be something in the water. HAA SO GOOD!"

"Maybe…Ah so tight." I groaned as I felt Cana's walls tighten around my penis "won't hear me complaining. If Wendy grows up to look like some of us then maybe we need to test it."

"Yeah we'll see." Cana said moving her hips to match mine "Enough talking let's just have sex."

"You guys are no fun. You all just want sex." I said as I felt my balls tighten "No one ever just wants to talk. UGH!" I filled Cana up with cum and relaxed on top of her.

"Well." Cana said rubbing my back "We talk at the guild, at your house the focus is sex…and it tiresome to talk and fuck at the same time."

"I'm tired to." I told her as we laid there closing our eyes.

"Lucy I have something I want to ask you…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in future chapters of side stories.**

**Next Chapter Hint- Time goes by so slowly.**

**We're getting close to the Time-skip so you folks who have been asking for Flare and Yukino, it's coming eventually…**

**Sorry if this chapter felt less about the sex and more about the relationships between Lucy and her girls. I wanted to try some world building and since Cana has already had one chapter I figured this would be a good place. Unlike with Mira and Erza who were joining other girls or Levy who's had a few of the opening segments, Cana was by herself so I figured some more talking could be done.**

**Also I don't know why I seem to have an obsession with Juvia having a big butt…I never really cared before but I kept writing about it.**

**Whelp this chapter was…odd, IDK it felt different and this AN is starting to drag on.**

**Whatever…Till next time!**

 


	19. Chapter 18: Time Keeps on TIcking- Ultear

_Italics indicate thinking._

* * *

**Lucy's POV**

We were on the boat to the S-Class Exam. I'm Cana's partner for this year's exam.

"It's hot!" I whined "I think I'm gonna melt."

The only benefit to this heat was that all the girls were wearing swimsuits, and the all looked good. Cana, Levy, Ever, Lisanna and I were all wearing reviling Bikini's. I had managed to dress Juvia in a blue strapless two piece, and she was clearly embarrassed by the amount of skin she was showing.

"Hi Lucy."

"Hey Wendy." I said scanning the ship looking at all the girls in their swimsuits "I like you suit it's cute."

"Thank you." She smiled "I like yours to, I hope I can look that good in one when I get older."

"I'm sure you'll look fine." I said patting her on the head.

I turned back to get one last look at the girls and saw that we were at the island.

* * *

Cana and I had successfully gotten passed Freed and Bickslow moving us on to the second part of the exam. We had decided that now would be a good time to change out of our bathing suits and into more practical clothes…or that was the original plan. As soon as Cana slid her bottoms off I pushed her up against a rock.

"How about a reward for passing the first part?" I asked.

"Sure, we have time for a quickie just make sure no one hears us."

Cana bent over the rock and I entered her.

"Oh~ yeah!"

"Maybe by tomorrow this will be an S-Class pussy." I told her as I pulled her hips back and forth.

"Then you'll have three S-Class mages to fuck!" she said "It's so big Lucy!"

"I can't wait for this exam to end." I told her "I love your pussy Cana but I miss some of the others."

"Well…Ah...When I win you can go back to putting this big cock in whoever you want."

I felt my breasts bounce around every time I moved and rammed into Cana. Looking back it seemed like all the time we were supposed to be training for this exam was just spent with me inside her.

"Ugh! Lucy it's so good."

"Keep it down Cana." I told her looking around "What if someone hears."

"Sorry." She said.

I kept slapping my thighs into Cana when the was a loud booming sound.

I stopped thrusting "What was that?"

"Feels like powerful magic…who cares I was close keep going." She moaned

"Yeah me to." I started moving again and I didn't take long for me to feel the tingle in my nether regions.

"CANA!"

"LUCY!"

I pumped Cana full of semen and she slid off.

"Alright we better get back to the exam."

* * *

**Few hours later.**

Everything is really bad. The islands under attack and I don't know where Cana went.

_Is she so determined to win the exam that she'd leave me behind like this?_

I'd be lying if I said I wasn't scared. Waking up in the middle of the forest will do that to you. I got up and started trying to make my way to find anyone else from the guild.

"What do we have here?"

I turned around and saw a woman with long purplish black hair behind me. She was probably in her early thirties.

"Who are you?" I said putting my hand near my keys "Just get out of here."

The woman kept walking forward "I am Ultear, one of the seven kin, and I'm going to end you Lucy Heartfilia."

"How do you know my name?!"

"You have a recognizable face." She said.

I reached for my keys but a crystal ball came out and knocked them away.

"That's no fun." Ultear pouted "How can I kill you if you fight back."

I kept backing away until I hit a tree and had nowhere else to go.

"You time is up." She said as a sword appeared in her hand.

I figured if she was gonna kill me I might as well get one good look at the person trying to end me. She was tall and her hair was long. She had a very curvy body, showed off by the tight outfit she was wearing. She looked very mature.

She stopped in front of me I licked her lips "I've wanted to meet you for so long."

"Huh?!"

"You Lucy Heartfilia are one of a very small number of living Futanari."

"How'd you know that?!"

"I read about it in the council's records. You had to know they have access to information like that, they keep a close eye on your kind."

_There are others…_

She lifted her sword and swung, shredding my pants and underwear.

"Eep!" I yelled covering myself.

Ultear flicked her wrist and a tree sprouted up from beneath me and tied my arms back. She swung again and destroyed my shirt and bra.

Ultear bit her lip "I can't believe the stroke of luck. Not only are we going to find Zeref I've found the one I was seeking!"

"What are you talking about?!" I yelled terrified "What do you want with me."

"I want your semen." She said "Some Futanari have magic semen, I need some of yours for an experiment."

"If you want some I'll give it to you just let me go!" I pleaded struggling.

"Oh no no no." She snickered "Do you know what it's like to be on that airship. All the men are complete freaks! The only other girl is my adopted daughter." She shuddered "I've got so much pent up sexual frustration. I'll be using you to relieve some stress."

She pulled the zipper on her skin tight outfit and let it fall to the ground; she then slipped off her bra and her panties.

"I've been waiting years to meet you Lucy." She said licking her lips and pulling out an empty vial "I might want to relieve my frustrations but priorities first; I'll be taking some of your semen."

She wrapped her hand around my cock and began stroking.

"You're a big boy Lucy." She smiled "Or are you a big girl?"

I couldn't control my urges in front of her sexy body so I was rock hard in seconds. She kept jerking me off and holding the vial between her large breasts.

"What do you need this for?" I asked moaning.

"You don't need to know that. Just know that you'll be helping someone."

"Ha…ha...HA!" I blew a huge load all over Ultear's breasts, covering them in semen.

"Prefect." She said scooping up my semen "This will be more than enough for my purposes." There was still some left so she picked it up with her finger and swallowed it "Yum…"

"Please let me go." I cried.

"No you still have to take away my stress." She said bending over to put the vial with her outfit.

She looked so sexy bent over.

"Now then." She said turning around with a syringe in her hand.

"What is it?!"

"This is a plant extract that will make sure you don't fight back when I try and play with you."

She stabbed the needle into my neck and injected something into me.

"AH!" I moaned as this substance pumped through me.

I felt my penis get painfully hard in an instant and then the tree holing me up disappeared and I was free.

_My head feels so cloudy._

"Now Lucy." Ultear cooed "How do you feel?"

"Like I wanna fuck." I told her.

_What am I saying?_

"Good." Ultear smiled "Then come please me."

My body moved on its own desires and started kissing the woman.

_I can't control my body. The liquid she stuck my with must make my body move on lust. She's gonna use me as her sex slave!_

I tried to fight it but no matter what I did my body wouldn't respond.

_Please someone! Help me! Cana…where are you…_

Ultear dropped to her knees "I want some more of the delicious cum."

She placed her breasts around my cock and spit into her cleavage to lube it up. She moved her breasts and started giving me a BJ at the same time.

_Even though I can't move my body I can still feel the pleasure. It feels great! Part of me wants to keep fighting…but another want's to just sit here and fuck the shit out of this woman._

"I see that look in your eyes." Ultear said as she moved her breasts "you're enjoying this Lucy. It's fine just accept that you want to fuck me. If you do that liquid will be purged and you can enjoy this completely.

_I…I…damn it I'm supposed to be the one who breaks people with sex not the other way around. I can't give up I have to keep fighting._

I felt my body start to tremble.

"I'm cumming!"

My body filled Ultear's warm mouth with thick semen and she made gagging noises.

"So good. I haven't tasted cum in so long..." She moaned before lying down on the forest floor "Now come."

My body moved towards her and entered her.

"Oh! It's so huge!" she said "The biggest cock I've ever had!"

_I'll take that as a compliment…Focus Lucy._

My body just grunted as it started thrusting into her.

"I've missed this feeling. I haven't gotten any in so long. My fingers can only do so much."

_Stop it body come on let me back in control!_

"I really wish you'd just do this Lucy." Ultear said rubbing her own breasts "Your body's so emotionless."

She just kept moaning as my body fucked her.

_If I was in control I could beat her while she was distracted by the sex. Come on let me back body._

"OHH!" Ultear climaxed and her walls tightened up.

"UGH!" My body groaned and started filling up her pussy.

I tried moving my arms and felt a twitch.

_I think I'm getting somewhere, I have to try harder._

I tired moving my arm to grab her breasts and it responded. I was able to move again.

"Alright!"

"I see you're back in control." Ultear smirked as I squeezed her chest "I'm not done yet."

"Neither am I" I told her turning her over and entering her.

"I see you decided to give me what I want."

"You're just too sexy." I told her "I couldn't watch my body get all this for itself."

_If I can't beat her with magic I'll just fuck her into submission._

I kept slamming into Ultear feeling my crotch press up against her big butt with each thrust.

"Hmm Lucy~ your breasts feel so good pressed up against my back."

"You're such I nice piece of ass Ultear." I told her "You didn't need to use that drug I would have had sex with you if you just asked a little more nicely."

"Had to take precautions." She said moaning "I'm getting close."

"Me to…HA!" I told her pulling out "ULTEAR!"

I splashed cum all over her back and ass.

"You already stayed in once it would have been fine." She told me looking over her shoulder.

"I know." I said "I just felt like seeing you covered in jizz."

Ultear reached over to her discarded clothes and pulled out anther empty vial.

"Would you mind? Just in case…"

"What a second sample, no problem. Will you be helping me?"

Ultear sat back against a tree and spread her legs "I think I'll just watch this time."

I laid back, wrapped my hand around my cock and started masturbating. I looked over and saw Ultear rubbing her self.

"What do you need these for?" I asked.

"I told you it's not your business. You just give me some more of that magic cum."

"Sure." I said moving my hand faster, while I watched Ultear rub her own folds.

"Maybe in a few years I introduce you to my daughter." Ultear said "She just started maturing and I think you'd like her. I mean you'll have to wait like…five years till Meredy is old enough but still."

"Sounds like a plan." I told her "I'm…I'm…"

"Over here." Ultear said "I'm gonna to... Hmmmm!"

"AHH!" I sprayed semen all over my stomach.

I cleaned up the mess and handed the vial full of cum back to Ultear.

"Thank you." She said getting on all fours "Now then…"

I climbed up doggie style and penetrated Ultear's tight folds.

"Oh Lucy it's so good!"

"You're so mature yet so tight." I told her.

"I like sex but I pick my partners carefully."

I grabbed Ultear's hips and thrusted more and more rapidly.

"YES!" Ultear groaned "Your cock is feels so good."

"You seem really pent up when was the last time you had sex?" I asked adjusting myself inside her.

"At least a few months."

Every time I thrust into Ultear her large breasts bounced around. I reached forward and grabbed them as I plowed into her.

I felt Ultear's walls start to constrict "Lucy!"

"Fuck!" I yelled "Here it comes! HAAA!"

I started filling up Ultear again and this time she fell forward.

"So…good…"

_Just a little more and she won't be able to put up a fight._

I walked up and sat on Ultear's face.

"Your pussy looks so sweet Lucy." Ultear said licking my folds.

"Your tongue…God!"

Ultear flicked her tongue over my clit. While she licked my pussy I grabbed my dick and started jacking off again.

"You taste…so good Lucy."

"Put my balls in your mouth." I told her.

I felt my sack get swallowed up into her warm mouth.

"Mmmmm. Musky" Ultear hummed as she batted my balls around in her mouth.

"Ultear…I'm cumming!" I shot my load all over the nearby forest floor and laid back.

I looked over and saw Ultear eyes were half lidded. I grabbed the woman and laid her on top of me and slid inside her.

_Just a little more._

"AH!' Ultear moaned as I filled her womanhood with my cock.

I started thrusting and put my hands on her waist and hips. I could feel my dick moving around inside her.

"Lucy!" Ultear groaned as I slammed into her.

"I'm so glad you found me." I told her "I would have hated to miss this."

"Your body…It's even better than I imagined!"

"I'm gonna cum!"

"LUCY!"

"ULTEAR!"

I filled Ultear up one last time and pulled out as she fell to the ground.

"So….worth it…" she mumbled closing her eyes.

"I win…"

Virgo came and gave me new clothes and helped my dress Ultear and leaves her a note.

_I have to meet up with the others._

* * *

**Ultear's POV- Shortly after reconciling with Meredy.**

"Hey Ul?"

"Yes Merry?"

"What's that note?"

"Oh this." I looked down at the note Lucy had left me "It's nothing." I said crumpling up the paper.

_Just call if you ever want to remove some more stress._

_-Lucy_

There was concussive blast and I looked back to see that entire island get wiped off the face of Earthland.

"AH!"

"Oh my God…"

_Well so much for that._

We sailed on I silence for a while not saying much after what we just witnessed.

"Hey Ultear? What's with those vials?"

"The key to our future." I told her "This stuff is the secret we need to achieve my life's goal."

"Oh okay…what's in them?"

"I'll tell you when you're older. For now just don't touch it and never get it on your skin."

"Why?"

"Umm...It's toxic..." I made up an excuse.

"Whatever you say."

_That stuff had no effect on me but i don't know if it would change Meredy...maybe a test...What no! Bad Ultear! No experimenting on your daughter._

_According to the books I read when I was with the council if a person get Futanari semen on them there's a chance that they have a mutation. But it's completely random no links between who's compatible and the result could ever be found. All kinds of mutations were listed, breast growth, changing genders, even turning animals into human-animal hybrids, some of these resulted in the ability to swap between the forms. There was even one case of contact with the semen resulting in the female who came in contact also becoming a Futanari...Imagine if that happened to my Merry...Meredy with a penis...Hmm...  
_

"Ultear what's with that look on your face."

"Oh it's nothing." I nervously smiled

_I'm turning into a sick freak who's having fantasies about her daughter...What's wrong with me!_

* * *

**Bisca's POV**

I threw up for the sixth time in the last two days. It took all the courage I had to go to Lucy's the other night and tell her I thought I might be pregnant…but she made me leave…I couldn't muster up the strength to go see her before she left to go to the Exam with Cana. I leaned into the bowl and spit out my stomach yet again.

_Seven…_

I sat up and looked at the test.

"Positive… same as the last two…"

I felt tears start to spill down my cheeks and put my hand on my stomach.

"It's too late…this baby will never meet its other mother…Why did you have to die Lucy… Why did everyone have to die …AHHAAH!"

I sat on the floor of my bathroom and cried. I cried for my friends, I cried for myself, I cried for Lucy, and I cried for our baby.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next.**

**The mutations Ultear listed won't all happen in this story, unless you want them to. Were you all secretly awaiting a Carla chapter? (lol).**

**Next Chapter Hint- Askua's Mom has got it going on. + someone else who's been waiting seven years  
**

**Till next time!**

 


	20. Chapter 19: Into the Future- Sherry & Bisca

_Italics indicate thinking._

* * *

**Lucy's POV**

_Ugh my head…_

"LUCY!"

I felt myself get tackled to the ground and when I opened my eyes I was in some kind of group hug.

"Umm…Hi."

"She still looks so young."

I looked and saw people from the guild but they all looked different. When everything settled down we found everyone else. After that The First Master explained that she had sealed us away but it took us seven years to be free.

_Did Master Mavis just wink at me?_

We got on the boat to finally go back home. Everyone was pretty quiet. I saw Bisca was here and she had changed her look, mostly her hair. She looked pretty happy to see me but she wouldn't come over and talk. After we returned to the guild we had a nice little party to celebrate our return. The guild hall was tiny now but that didn't matter.

"Hello!"

Lamia Scale had come by to welcome us back. Sherry was with them, and she had changed her look yet again. Now she had her hair up in a ponytail and was wearing a top that only covered the upper half of her breasts.

"Lucy welcome back." Sherry said.

I gave the girl a hug "It's good to see you too. You look…different"

"Oh you mean all this." She smiled "Well I don't always wear this but when I heard you were back I figured you'd like to see as much as possible. Seven years has been good to me Lucy, nothing got saggy."

"I didn't need to know that…but that outfit is sexy." I told her.

"You know Lucy." Sherry leaned in close "You must have seven years of backed up fluid to purge…"

"Are you saying…?"

"Meet me in the forest in five minutes."

With that Sherry got up and walked out of the guild. I waited five minutes and got up.

"Lucy where are you going?" Bisca asked finally talking to me.

"Just out for a walk."

"Okay…don't be gone to long there something I want to talk to you about."

"Okay I'll be back soon."

When I made my way out between the trees, Sherry was leaning up against a tree trunk waiting for me.

"I've waited seven years for more of your Love." Sherry said walking up to me.

I kissed her softly "Sorry for the wait."

We made out for a few minutes before Sherry put her hands on the tree and stuck her butt out. I walked up and flipped her skirt up exposing her panties.

"Nice to see that you haven't let yourself go." I complimented by running my hands over her perky ass.

"Hurry up I'm dying over here." She said "We won't have long till someone comes looking so let's hurry."

"Yeah." I slid her panties to the side and slid inside of Sherry.

"Oh~ I missed your Love."

I started thrusting into Sherry.

"For me it's only been a few days since I last did it. Have you really been waiting seven years for me?"

"No…" Sherry moaned "A lady does have needs."

"It's fine." I told her "but now that I'm back you're mine."

"Yes your Love is the only one I need! All those other ones were inferior to you!"

I kept thrusting "Sherry you feel so good."

"I've missed your Love." She moaned.

Sherry and I kept slapping our thighs together in the forest.

"Lucy I'm so close!"

"SHERRY!"

I pumped Sherry full of cum and let her go.

"That was wonderful Love…" Sherry blissfully moaned as she put her panties back on.

"Are you two done?" Bisca said coming out from behind a tree.

"Bisca!"

"Oh…" Sherry said looking at the other woman "I should go."

"Sherry you don't have to leave." I told her.

"I should get back to the party. My friends might start to worry." She said walking away she stopped and whispered something to Bisca before she kept walking.

"Lucy can you come with me." Bisca said.

"Sure." I said following the woman "What did you want to talk to me about."

"I'll tell you in a bit."

* * *

When we stopped walking we were outside a house. It was a nice place, white paint multiple floors and located in the edge of the forest not too far from the guild.

"What's this place?"

"This is my house." She said.

_How can she afford a place like this?_

Bisca unlocked the door and took a seat on the couch.

"Sit." She said "There's something we have to talk about."

"Alright…" I said nervously taking a seat.

"Lucy do you remember when I came to your house a few weeks before the exam seven years ago."

"Yeah you wanted to talk but you never came back."

"I was too nervous to come back" she said.

"Well what did you want to talk about back then?"

"Hang on one sec." She said getting up "You'll have to see it to believe it."

Bisca walked down the hallway and came back a few seconds later.

"Come on sweetie there's someone I want you to meet."

Bisca rounded the corner accompanied by a small girl, probably about six or seven years old. The girl was wearing a cowboy hat and she had her blondish green hair tired back into a braided ponytail.

"Lucy this is Asuka my…our daughter."

_Our Daughter…_

"Back then…what you wanted to tell me…" I could barely talk.

"I was trying to tell you I was pregnant."

"Mama?" the little girl asked "Who's that?"

"That's your other mom sweetie; I've told you about her remember."

The girl looked at me and back at Bisca "Mama Lucy?"

"Yeah." Bisca smiled.

Asuka walked up and hugged my leg "It's nice to meet you Mama."

I bit my lip, crouched down and hugged the small girl "Nice to meet you to."

I could feel the tears coming out of my eyes.

"Asuka why don't you go play." Bisca said "Your moms need to talk."

The little girl ran off to play and I cleaned up my face.

"I'm sorry." I told the woman.

"What are you sorry for Lucy?" Bisca said walking up to me.

"I should have been here. I can't begin to imagine all the things I missed. The birthdays and other life events."

"It wasn't you fault Lucy and Asuka knows that." Bisca said giving me a hug "So how's it feel to be a mom?"

"I'm still processing it." I told her "It's certainly…special."

"No one else in the guild knows your Asuka's father…err mother. They just think I got drunk and made a mistake."

"I'm sorry I made you do that. I'm sorry I wasn't here to help. My mom died when I was young, I wish I had been here."

Bisca put her hands on my waist and leaned in close "Enough apologizing." She kissed me softly "There's something else I have to tell you."

"Yeah?" I asked.

"I know we all agree to share you as equals but Lucy…as the mother of my child I need to tell you…I love you."

I smiled and kissed her "I love you, i love all you girls. Anything else you want to tell me?"

"A few things." She smirked "but ask whatever questions you have first."

"First…Is Asuka…like me?" i pointed to my skirt

"Yes." Bisca said "She is...gifted…"

"I see…umm this next ones a little personal but how do you afford this place? It's so big."

"Oh this house." She said "I figured you'd wonder about that. Your dad bought this place for me."

"My dad?" I asked surprised.

"He's the only other person besides me and Sherry who knows that you're Asuka's mother."

"What did he have to say about it?" I asked.

"Well he wasn't pleased that you knocked me up…but he was so helpful, sending gifts and buying Asuka all the things she needed. He even got us this house. I hope you don't mind I moved all the things from your apartment into this house."

"Oh that's fine, I was gonna ask to hang around the house, you know for Asuka. I guess I should go thank my Dad for his help." I said walking around looking at the house.

Bisca looked away for a second "Lucy I think you should sit down…"

"Why."

"There's one last thing I need to tell you."

"Okay?" I said confused.

"Umm…Last mouth…your father passed away."

I just blinked "Oh…"

"I'm sorry Lucy." She hugged me.

"No…it's fine…I'm okay..."

She handed me an envelope "He left you this…"

* * *

I read the letter and Bisca let me into the Master bedroom to relax. I laid on the large bed in the room and cried. I don't know why but I did and i couldn't stop. After a few hours I was still upset. I felt the weight on the bed shift.

"What's wrong Mama?"

I pulled my head out from between my knees and saw Asuka was sitting on the bed.

I smiled at the girl "Mama's having a rough day sweetheart. It's late shouldn't you be in bed?"

Askua moved over and hugged me "I'm going, I wanted you to tuck me in."

I wiped my tears away "Sure."

I picked the girl up and carried her back to her room and she got into bed.

I kissed her on the forehead "Goodnight."

"Night Mama." She said as I turned out the lights "I love you."

I felt my lips quiver "I love you to."

_She only just met me today but she's so trusting...I was never here for her before today._

I closed the door and headed back to the master bedroom. This house was big. It had three floors and a basement. Dad had really helped out when I couldn't. There was even a guest room in case someone else wanted to stay over after some Lucy time. I made a mental note to ask Bisca if Asuka knew I had a harem.

_I wouldn't want to weird out the girl by bringing a ton of other people over if she thinks i only have Bisca. Then again she's six she probably doesn't even know what the word means._

I opened the door to the master bedroom and was stunned at what I saw.

"Well hello." The woman smirked.

Bisca was lying on the bed in a black lace bra and panties.

She got off the bed and walked up to me, bouncing with every step "Why don't you come to bed?"

She pulled me over to the large King sized bed and laid down next to me.

"You look…Wow." Was all I could say.

"Thank you." She winked.

I touched her breasts "They've grown."

"Breast feeding will do that." She said.

I looked Bisca over; she was even more stunning then the last time. She looked so much more mature, so much sexier.

"You turned into a Milf." I told her.

"Technically you're one to." She said kissing my neck.

"Ah~"

"I've waited so long to see you again." She said "I've waited seven years to feel this way again."

"You Haven't…"

"You're the only one for me Lucy." Bisca said taking my clothes off.

I put my hands behind her back and unhooked her bra "Well thanks for waiting."

I watched her now larger breasts jiggle as the bra fell off. Bisca pushed me back and climbed on top of me.

"Shall we get started dear?" she asked fiddling with my belt.

"Why'd you call me dear?" I asked slipping out of my pants.

"You're the mother of my child Lucy…we love each other…we might as well be married. We can't legally do that in Fiore so I'll just treat you as if we were. So were married now."

"My wife...Maybe i should 'marry' some of the other girls...I like that idea." I said taking one of her breasts into my mouth.

"Ah Lucy I missed you."

I played with Bisca's breasts before she slid down and pulled out my cock.

"There it is." She said kissing it "I've missed you little Lucy."

Bisca took my girth into her mouth and started bobbing her head up and down.

"Hmmm…That's nice." I moaned.

Bisca kept sucking harder and harder. She reached back and pulled her hair loose of its braid and the long locks fell over her body.

"Your hair is gorgeous." I said running my hand through it and pushing her head down a little.

Bisca's answer was nothing but slurping noises.

"Bisca I'm close."

"Cum for me Lucy." She said before going back to sucking.

"OH!" I stared cumming and filled the woman's mouth with my warm seed.

Bisca swallowed it all and clicked her tongue "Tasty."

Bisca climbed up and straddled my hips, leaning down to kiss me "I love you Lucy."

"I love you to Bisca." I said penetrating her.

"Ha!" she gasped "It's been so long! It's still so big!"

"You're so much looser then last time." I moaned.

"Pushing a baby out of there will do that!" she yelled.

"Even then you're still so tight."

Bisca started moving her hips and hopping up and down on my penis.

"It feels so good Bisca." I moaned.

"Oh Lucy your cock is so amazing. I've missed sex!"

I grabbed her hips and started to match her movements. Bisca groaned out in pleasure and threw her head around flipping her hair.

"I like you hair long like this." I told her.

"I grew it out." She moaned "I thought it made me even hotter."

"You're such a Milf." I told her "So hot."

Bisca leaned down and our breasts pressed together "I'm close Lucy."

"Already?" I said.

"I haven't felt this dick in seven years." She said "Sorry if my endurance is lower than the one who had sex a few hours ago…HA! LUCY!

I felt Bisca's walls tighten during her climax "If this was so important why didn't you stop me from going with Sherry earlier."

Bisca paused to adjust herself "Not counting your spirits Sherry and i were the only members of your harem that got left behind. She waited seven years to. She was there to help me with Asuka" She squeezed my ball sack "Even though she slept around while you were gone I figured she deserved to spend time with you."

"AH! I think I'm gonna cum." I said going to pull out.

"You can stay in; I've been anal about taking my pills since then."

"BISCA!"

I pumped the mother of my child full of my seed and Bisca slid off me. She sat there playing with my breasts.

"Are you feeling any better?" she asked.

"Yeah. Much better." I smiled turning her over and climbing on her back.

Bisca giggled as I teased her entrance "I never thought I'd get to experience this again."

I pushed myself inside the woman and she moaned out my name.

"I had to come back I couldn't miss out on this amazing pussy."

"It's all yours" she smirked as I started thrusting.

"Oh Bisca." I moaned as I felt her butt press up against my crotch.

"Mmmmm Lucy it feels so good."

"You're so warm Bisca. Your walls are so rough my cock feels great."

I kept pounding Bisca, I leaned forward and kissed her neck and smelled her hair.

"Ah! Lucy I'm gonna…AHH!"

I felt Bisca's walls tighten up "Fuck Bisca me to!"

I jizzed inside the woman. I took a few seconds before I pulled out. Bisca got up and pulled up the covers.

"I'm tired." She said "As much as I want more I can't do anything else right now."

"Me too." I said getting under the covers with her "I've had a long day."

Bisca turned and held me close, our breasts pressing together.

"Goodnight Hun."

"Night Bisca."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in a future chapter or side story.**

**I decided that I wanted the relationship between Lucy and Bisca to be a little more than just friends with benefits. Lucy cares for all the girls and each has a special place in her heart but Bisca is the mother of her child so I figured they'd have a more unique relationship.**

**Till next time.**

 


	21. SS2: Juvia's Big Week

_Italics indicate thinking_

**This side story takes place around the same time as Chapter 17 (Cana's second chapter)**

* * *

**Juvia's POV**

Juvia was relaxing in her room when she got a call from Lucy-Sama asking her to come over for a night. Juvia got her coat and headed across town to meet the woman. Juvia let herself in and closed the door.

"Is that you Juvia?"

"Yes Lucy-Sama." Juvia said taking her shirt off.

One of Lucy-Sama's rules is that as long as Juvia is in her home Juvia must be naked.

"Oh good." Lucy said peaking around the corner "You already started."

"What would Lucy-Sama like to do tonight?" Juvia asked taking off her bra.

"We're gonna watch a movie." She said.

Now naked Juvia followed Lucy into the main room and took a seat next to her as she turned the movie on. The opening credits hadn't even ended and Juvia felt Lucy's hand on her outer thigh. Throughout the movie Lucy rubbed and squeezed various parts of Juvia's body including her legs, breasts and occasionally her warmth. Lucy made sure to linger on the parts of Juvia she likes best, mostly Juvia's butt. Lucy-Sama enjoys touching Juvia's butt.

"I'll be right back." Lucy got up and headed into the kitchen.

Juvia kept watching the movie. Juvia won't lie, she felt uncomfortable sitting naked on the couch. Lucy-Sama's fondling was making Juvia wet, I could feel the stress in my loins.

"I'm back." Lucy said putting a carton of ice cream and spoons down on the table.

"Ice cream?" Juvia questioned "There's only one bowl."

"You won't be using one." She said taking my arm and making my support my large chest.

Lucy-Sama opened the carton, took out a scoop of ice cream and dropped it into Juvia's cleavage.

"Cold." I mumbled.

She put a spoon in my free hand "Eat it before it melts." She said.

Juvia took the spoon and dug it into her cleavage to get the frozen desert. Juvia watched as Lucy-Sama ate out of a bowl.

_Juvia is embarrassed. This is degrading. How did Juvia end up like this?_

When Juvia finished the ice cream between her breasts Lucy took another scoop and dropped it into her cleavage again.

"I figured you'd want more." She said.

_Juvia doesn't want to eat like this…but Juvia wants to please Lucy-Sama…Juvia is so confused._

As Juvia ate she could feel the melted parts sliding down her body. It went into her bellybutton and the sides of her breasts had become sticky.

"Ha!" Juvia gasped when she felt melted ice cream run over her vagina.

Lucy-Sama giggled at Juvia's embarrassment "You're so cute Juvia."

"Thank you." Juvia said "May Juvia go clean herself up?"

Lucy-Sama leaned over and licked Juvia's bellybutton and cleavage clean "All right. Don't take to long."

Juvia got up and went to the bathroom. She turned on the shower and cleaned herself off.

Juvia sighed and looked at the puddle forming in the shower.

"How did Juvia end up like this…a slave to Lucy-Sama…?"

" **Come on you know you like it."**

Juvia looked down and saw the face in the puddle

"What are you doing here?" Juvia spat "Go away Juvia wants nothing to do with you."

That thing…That succubus from the Tower of Heaven looked back a Juvia. Juvia has tried everything to get the monster out of her body, hypnosis, potions, nothing works.

" **You like being submissive to Lucy. The way you moan the way you do everything she asks. It's adorable."**

"Stop it. Juvia doesn't want to live like this anymore."

" **Stop lying to yourself Juvia."** The succubus said **"You like it. The sex is great and having it be a reward makes it that much sweeter."**

Juvia has been grappling with her place with Lucy-Sama these last few days. Why is Juvia treated like a plaything when the other girls in Lucy-Sama's harem get treated like normal?

"Juvia's not sure if her role is a blessing or a curse." I told my other half.

" **I think it's a blessing. Just think about it she spends all this time with you, she treats you right, and she rewards you for following her rules."**

Juvia remembered the times Lucy-Sama rewarded her. Juvia felt a twitch between her thighs.

" **See just thinking about it is turning you on. Accept it Juvia, you like being Lucy pet."**

"Juvia…Juvia does like it."

" **Good, then don't kept our mistress waiting."**

"Thank you…"

" **No Problem."** The succubus smiled **"I'm sharing this body with you so I should try to keep you happy."**

With that the succubus faded away. Juvia finished cleaning herself up and went back out to the living room.

"All done?" Lucy asked "Everything all right I thought I heard you mumbling to yourself.

"Juvia is fine."

We sat down and watched the rest of the movie before Lucy-Sama pulled Juvia over to her bed.

"You were good tonight Juvia, I think you deserve a reward."

Juvia laid down on her side and Lucy-Sama lifted Juvia's leg. Juvia felt Lucy rub up against her opening and enter her.

"Lucy-Sama!"

"You're so tight Juvia." Lucy said thrusting her big rod into Juvia.

"Thank you for the compliment Lucy-Sama." Juvia said as she was violated by her mistress "Juvia loves when Lucy-Sama plays with her toy."

"Do you like being my little toy Juvia?" Lucy asked.

"Juvia loves being your plaything. Juvia loves Lucy's big penis. She loves when she's exposed by Lucy-Sama's outfits."

"That's good." She said as her testicles bounced into Juvia.

Juvia felt her body shudder "LUCY!"

"Ugh." Lucy groaned "Orgasaming already?"

"Juvia is sorry."

"Don't be…I'm close."

"Juvia is prepared this time; please fill her with your seed."

"Juvia!"

Juvia felt Lucy-Sama's warm liquid fill her walls. After that Lucy-Sama held Juvia close and the two of us fell asleep.

* * *

After having her way with Juvia again the next morning Lucy-Sama took Juvia shopping. Juvia needed new pants; she had outgrown her old ones.

_Juvia eats healthy but it seems like her butt is always growing bigger. It's been like that since Juvia was a little girl. It's so big and unsightly; Juvia has trouble understanding why Lucy-Sama likes it so much._

Cana and Lucy-Sama came into the dressing room with Juvia.

"This is one size bigger than the ones you have now." Cana said "you said the others were a tight squeeze let's see how these fit."

Juvia took the jeans form Cana and attempted to squeeze into the tight jeans. It was hard to get Juvia's large butt into the tiny pants, but she managed.

"How do they look?" Juvia asked looking over her shoulder.

"Good." Lucy said "I guess you went up a size. How do they feel?"

"Fine." Juvia said turning around in the jeans "They feel perfect"

_Juvia likes this pair they feel nice._

"Try this pair on."

Cana handed Juvia a pair of tight yoga pants.

"Juvia doesn't know…"

_They'd be so revealing._

"Just try them on." Lucy said.

Juvia obeyed and changed into the yoga pants, they felt odd on Juvia. They were soft and tight, almost like a second skin.

"Oh my God!" Lucy-Sama yelled.

"Holy Shit!"

"What?!" Juvia asked "Did Juvia do something wrong. Do they look bad?"

_Please tell Juvia she isn't so big she ripped the pants._

"They look great!" they both said.

Juvia looked in the mirror and saw how she looked. The pants were stretched over her large rump. Juvia knew she had a large butt, but she never realized she was this big. Juvia never realized her butt was this cute.

"Juvia…your ass…" Cana stuttered.

"It's incredible." Lucy said "Best in the guild no questions."

Juvia blushed at the compliments.

"Perfectly round." Lucy continued "Big but not fat. God you look great."

"Stop it you're embarrassing Juvia."

Lucy-Sama walked up and put her hands on Juvia's butt. She moved her hand quick and bounced Juvia's buttocks around.

_It feels so good being groped by Lucy-Sama…Juvia is sorry she had doubts about her desires last night. Juvia likes this felling of Lucy-Sama felling up her ass. Juvia likes have a big butt that Lucy-Sama adores._

"You two finish up here I'm going to check some other stores." Lucy said.

Cana and I kissed Lucy-Sama's cheeks and she left.

"Juvia should get changed so she can check out." I said getting ready to slip off the pants.

"Slow down." Cana said coming up from behind and squeezing Juvia butt.

"Cana!"

"You look great in these Juvia. Your ass is outstanding, what's your secret?"

"Juvia doesn't know." I moaned as she slipped a hand in my panties "She eats healthy but it only seems to get bigger. Cana not so rough."

"Sorry I just can't resist." She said fingering Juvia "I guess you have to by these now that you got all wet in them."

"HA!" Juvia climaxed as Cana tore at her warmth.

Juvia fell into a heap on the floor trying to catch her breath.

"Come on I wanna hit up the liquor store." Cana said helping me off the floor.

We paid for the pants and headed out to the streets. We passed by Gray-Sama and Juvia waved.

_Juvia may not love Gray-Sama but he is still her close friend._

Juvia turned back to see Gray helping a woman with long pink hair wearing a pair of jogging pants and a sports bra up off the floor.

_She must have bumped into him on accident._

* * *

**Days Later**

Juvia was lucky enough to be selected for the S-Class exam. Lisanna offered to be her partner. Juvia was grateful and all, Lisanna is a nice girl but…our fight against Erza is a little odd.

Erza picked Lisanna up and threw her down, but instead of screaming in pain…

"OH YES!" Lisanna yelled "Do it again!"

Erza seemed a little disturbed by Lisanna's reaction. I was pretty sure that the attack might have broken a bone or two but Lisanna seemed to be enjoying it.

_Lucy-Sama said Lisanna was into machoism but I didn't think it was this extreme._

"Come on Erza was that it?! That didn't even tickle."

"What happened to you in Edolas?" Erza said "Mira told me you'd changed but…I didn't think you got this freaky."

Juvia and Lisanna tried to fight Erza but we were no match for the older woman.

"You fail Juvia, try again next year."

"I have to prove that I'm better than Levy or Cana. I will become Lucy-Sama's favorite." Juvia said standing up "Let Juvia prove that she's stronger."

"Lucy's favorite…" Erza questioned "I thought we were equals?"

"Yeah!" Lisanna yelled "We all agreed to share. No girl is more important than another. Lucy cares about us all the same."

"Now that you mention it." Erza said "Why does Lucy like you so much Juvia?"

"Lucy-Sama likes Juvia because Juvia is the most attractive."

"I'm way cuter then you!" Lisanna said "Just because you let Lucy dress you up doesn't make you any more attractive to her."

"Says the girl who asks Lucy to beat her." Erza joked re-quipping out of her armor "You're both wrong I am the sexiest." She said standing naked before us.

"No it's me." Lisanna said taking off her clothes "Just look."

_Are you there?_

_**What'd you want?** _

_Juvia needs to prove that she's the best girl for Lucy-Sama…Juvia regretfully asks for your assistance._

_**You're gonna let me out on purpose?** _

_Juvia has no plans to make this a habit._

_**Don't worry I'll show those two skanks why we're Lucy's favorite.** _

Juvia closed her eyes and let herself slip away

**Succubus' POV**

"What are you doing Juvia?" Lisanna asked.

"HAHAHA!" the water rose up around us and I took control of the body

I let my hair down and felt my lips turn purple and my skin turn to its whiter shade.

The water blast lowered and I looked at the two women. 'Titania' Erza Scarlet and Lisanna. Both were attractive sure, but they were nothing like me.

"Juvia?"

"Juvia can't come to the phone right now." I told the white-haired girl.

"Who are you?" Erza asked getting defensive.

"I'm Juvia's other half. You can call me her succubus. I normally only get to come out when she's asleep or passed out, but this time. She let me out to play with you two."

I turned into water and dashed forward tackling Lisanna.

"AH!" She moaned when I did it.

"You're the masochist right? **Water Cane!"**

I whipped the girl and she kept asking me to go harder.

"You like this don't you whore!" I yelled.

"More Juvia! More!"

I felt someone come up from behind and squeeze my breasts.

"So this is why Juvia let you out."

"I'm the more adventurous one." I smirked turning around to kiss Erza.

I kept my foot grinding into Lisanna's butt.

"Mmmmm."

Erza dropped to her knees and teased my pussy.

"You can tell Juvia that since she left she fails the exam."

"She can try next year." I said pushing Erza's face deeper into my thighs.

Lisanna got up and put her head behind Erza and started licking her. We had a whole train going, Erza was eating me out and Lisanna was eating her.

_I love it when I get to run free, I wish you'd let me out more._

_**How is it going?** _

_You can feel it can't you, these two are great_

_**Just show them that we are Lucy's best girl.** _

_Relax I'll get it done. You just sit back and enjoy the show._

_**Juvia will be taking her body back soon.** _

_I know I know just let me have my fun a little longer._

"HA!" I squirted all over Erza's face and she licked the juices off.

"Lisanna!" Erza yelled as she came on the girls face.

I moved the two around so that Lisanna was sitting on Erza's face and getting eaten out.

"I'm gonna show you two something amazing." My hand turned into a large water dildo.

"You can do that?!" Lisanna said.

"That's not all." I said growing a water strap-on.

I pushed the strap-on into Erza and put my dildo hand into Lisanna's mouth.

"It's not as good as Lucy but it'll do." Erza said "I didn't know you could do this."

"Water's amazing stuff." I told her as I trusted into her.

Lisanna moaned as I forced the dildo deeper down her throat.

_**Please don't choke my partner** _

_She'll be fine._

"You're so fricken tight Red." I said "I see why Lucy likes you so much."

Erza reached back and grabbed my ass "And I see why Lucy likes you."

Lisanna groaned as she sucked my dildo.

"Me too!" Erza said.

_She understood that?_

"Here it comes!" I told them "I'm cumming!"

I filled Erza and Lisanna up with water from the fake penises.

Lisanna spit out the water "You can do that?"

I laid down "I'm a water woman. I know it's not as good as Lucy's cum but it's better than just getting no release."

"That was…whoa." Erza said sitting next to me "I think we proved that we're all right for Lucy."

"Yeah." we all said.

_Alright you can have control back._

_**Thank you for coming back without a fight…** _

* * *

**Juvia's POV**

That was the story of Juvia's exciting week prior to disappearing for seven years. That week Juvia realized many things. She found out that she was important as Lucy-Sama's toy. She realized why people are so intrigued by her large butt, and she discovered that no matter how much jealousy builds up between us Lucy's entire harem are equals. Well except for one girl who has a special place with Lucy…or at least she does now until someone else gets pregnant.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please suggest who you want to see in the main plot or in a side story.**

**Next Chapter Hint- Lobster Tails**

**Writing from Juvia's POV is really annoying. Writing out the way she speaks is cumbersome.**

**Till next time!**


	22. Chapter 20- Memento- Michelle

_Italics indicate thinking_

* * *

**Lucy's POV**

I woke up the next morning and Bisca wasn't in bed any more. I got up, stretched and put on some clothes. When I wandered out into the kitchen Bisca was already there.

"Good Morning." I smiled.

"Mornin'"

I walked up behind Bisca and put my hands around her waist "Why weren't you in bed?"

"Breakfast." She said turning to face me.

I leaned forward and the two of us started kissing. It got pretty heated for a while and I thought we might be going back to the bedroom.

"Good Morning!" a cheerful little voice yelled enetering the room.

Bisca and I quickly separated.

"You two are funny." Asuka said sitting at the table.

Embarrassed by being caught like that Bisca went back to her work and I went to sit with our daughter. I braided Asuka's hair and we ate together before heading to the guild. On our way there Bisca filled me in on all the things I needed to know about Asuka, when her birthday was and what her favorite things were, stuff like that. She also informed me that Asuka knew that I might bring other people over some times and that it didn't mean that I loved Bisca any less.

We hung around at the guild for a while nothing much to do. Wendy came over and offered to play with Asuka. I wasn't stupid I could tell a few people had already caught on to the fact that I was Asuka's other parent, mostly the other girls. I would put money on Master knowing as well.

I was outside looking at the garden when someone came out to talk to me.

"Hello Lucy."

"Ever." I said greeting the woman.

I could tell by the look in her eye what it was she wanted. I followed Ever out back to my new house, since the house was so close it was just easier to go there for some private time. I got Ever into the house and we didn't even make it to the bedroom.

"HA!" I gasped as Ever kissed my neck and she pulled me on to the couch.

"It's been a while." She said kissing me.

I slipped my hand up her skirt and rubbed her inner thighs. Ever moaned into our kiss and started to get out of her dress while I took my skirt off.

"Stick it in me."

I pushed into Evergreen quickly and she moaned in pleasure.

"You're so fricken tight." I said thrusting.

I kept moving the woman's hips.

"Lucy it's so good!" Ever moaned "You're so big!"

I grunted as I slammed into Ever. Her breasts bounced around as I crashed into her.

"Fuck Lucy…I'm gonna! AHH!"

I felt Ever tighten up as she climaxed.

"HA!" I filled Evergreen up with cum and she came down off her high.

"That was nice." She cooed as I lazily laid on top of her.

"You liked it?" I asked.

"You're the best Lucy." She said getting up and putting her dress back on "Sorry about dragging you out here just for one round."

"It's fine." I said getting dressed "As long as you guys don't do it all the time I don't mind. WE haven't done it in a while so this was fun."

Ever walked up and kissed me goodbye before leaving. I took a walk around this mini mansion that I now lived in. It was a nice place multiple bedrooms and bathrooms. The master room where Bisca stayed, Asuka had her own room and there was one guest room. There was a room in the basement for my personal use.

_I wonder who will help me break that room in._

There was a knock at the front door and when I answered it I knew what was coming.

"Master…"

"Lucy…"

"Come in." I grumbled.

"You know why I'm here." He said staying at the door.

"Yep…"

"Well you're all adults just be careful." And he walked away "By the way Lucy, I've known about you since you joined the guild."

"How?"

"I'm the guild master you don't think I can't figure that stuff out. That and it's in your medical records."

_That went better than expected._

* * *

**Later at the guild.**

I was sitting around the guild when some girl came in to give me a package. This girl, Michelle insisted she was my sister, really a distant relative, but I couldn't remember her at all.

_I had a pretty crappy childhood; maybe I just blocked her out. If she was there does she know that I'm a Futanari?_

"Oh Big sister!" The girl said hugging me "I've missed you."

Michelle had a cute face and dirty blonde hair. She wore a big pink dress so it was hard to get a good look at her body. The gift she brought me was some sort of metal rod. I didn't know what to do with it so I kept it in the case. Michelle had nowhere to go so I said she could stay at my house.

"It's so big!" Michelle said as I let her in the door.

"I guess."

"This was a gift from your father?"

"Yeah."

Bisca and Asuka weren't home yet so I got Michelle settled in her room.

"Hey Michelle?"

"Yes Lucy?"

"You said we were close as children right?"

"Yes very close."

"Do you by any chance…know about…?"

"Your penis yes I know. We took a bath together I saw it then."

"We did?"

_That doesn't sound like child me at all._

"Did you forget!" she started crying.

"Uh…kinda." I admitted.

"You were so embarrassed." Michelle said "but I didn't judge you. We were young so it wasn't weird."

"Lucy you home?" I heard Bisca yell.

"I'm in here!" I called back.

Bisca stopped in and said hello to Michelle.

"Mama." Asuka said hopping up on my lap "What'ch doing."

"Talking with you Aunt Michelle." I told her.

"Hello." Michelle smiled.

Asuka studied the woman before running off to play. Michelle and I talked for a while.

"Let's take a bath together. Like when we were kids." Michelle said.

"What."

"It'll be fun we haven't seen each other in so long it'll be good for catching up."

Michelle dragged me into the large bath. This place was big, large tub and showers. It was more like a hot spring then a bathroom hell there was even a side room to store your clothes in.

"Michelle I don't know about this."

"Oh relax." She said taking off her bonnet and letting her hair free "I've missed you big sister, maybe this will help remind you of our time together when you were young."

Michelle pulled the tabs and strings on her dress letting it fall to the floor leaving her in only a corset and panties. That was the first time I got a good look at Michelle's body. She was smoking hot. She had large breasts like mine and curves that went on for days. Michelle pulled the strings and the corset fell off exposing her large breasts to the air.

"Come on Lucy don't just stand there." She said walking into the bath.

I reluctantly got undressed and followed Michelle into the bath. When I entered she was already in the water relaxing. I waded into the water and sat across from her.

"This is so nice." Michelle said stretching her arms and thrusting her chest out.

_Oh crap! It's staying down but it won't if she keeps doing stuff like that._

"Is something wrong big sister?"

"No I'm fine." I said regaining focus.

"I'm making you uncomfortable aren't I? Sorry I forgot we're not as young as we were back then. This is probably awkward for you." She put her hand on her chest "I'm turning you on aren't I?"

"Michelle it's not like that."

"Sorry about that." She said washing her hair "I can take care of it if you'd like."

"What no!" I yelled.

_I can take care of it myself tonight._

After that we finished up and went back to the locker room. I watched Michelle drop her towel and turn around to face me with a faint smile.

"Michelle?"

"You really are my 'big' sister." She said getting uncomfortably close.

I felt her hand wrap around my penis "I've wanted to see you for so long. Ever since that day in the bath years ago I've been intrigued by you. I want to show you how much I love you big sister."

"Michelle stop…"

She tugged my hard rod and I gasped "It's so hard."

"Stop it…" she kept rubbing me.

"Lucy…I want you…I want to be more than just your sister."

She moved my head and began kissing me, and I gave in.

_Her lips are so soft._

"I want you to Michelle."

Michelle and I stood there kissing as she jacked me off.

"Oh Michelle I'm gonna!"

I ejaculated all over Michelle's legs and the floor.

"Big sis…" Michelle said touching various parts of my body.

"Come on." I said pulling her towards my room downstairs.

"Lucy I'm staying in the other room." Michelle said.

"I know, this one's closer." I said pulling her onto the bed.

Michelle squeezed my breasts as we rolled around on the bed.

"Michelle your breasts are so big." I said pushing her large breasts together.

"Yours to."

Michelle moved down and wrapped her breasts around my cock.

"That's so nice." I said as she smashed the globes together.

Michelle lubed up her cleavage and started moving her breasts up and down.

"You're so hard Lucy." She said "Don't worry I'll take care of it."

Michelle flicked her tongue over my tip every time it emerged from her valley.

"Oh Michelle that feels so good."

"I can taste your juice." She said "It's nice."

Michelle moved faster and faster.

"Michelle faster!"

"Cum for me Big Sister."

_Does she have some kind of sister fetish?_

"MICHELLE!" I came all over Michelle's breasts.

"So warm." She said.

"Get on all fours." I told her.

Michelle obliged and I got near her entrance.

"Are you ready?" I asked.

"Please…"

I slowly pushed into Michelle and found a wall blocking me.

"You'll be my first big sis."

I made it as quick and painless as I could.

"AHH! LUCY!"

I waited a few seconds to let Michelle adjust to having me inside her.

I slowly began thrusting "It feels so good Lucy."

"You're so tight I love it." I told her watching her breasts sway as she got rocked forward.

"This feeling is incredible! I feel all stuffed!"

I kept slamming into Michelle as she moaned about how good she felt.

"More Lucy More! Harder!"

I obliged.

"Michelle I'm getting close, are you protected?"

"No but you can stay in." she said "I'd happily have your child sister."

"No way. AHH!" I pulled out and came all over the sheets.

"Why didn't you stay?"

"You're not safe. And one kid is enough for now." I told her.

"Okay…" Michelle pouted.

I pulled the woman over and had her face away from me and sit in my lap.

"You're so sexy Michelle, why do you where that big dress?" I said pushing into her.

"You're the only one I want to see my body."

"You're so sexy you should show off more skin." I said lifting her up and down.

I rubbed Michelle's clitoris while I moved her around in my lap.

"SIS!"

I felt Michelle's walls shift as she orgasmed.

"You're so adorable…so sexy." I whispered as I kept fucking her.

"Thank you Lucy!" Michelle moaned.

I reached forward and groped Michelle's breasts with one of my hands.

"Mmmmm Lucy…" Michelle cooed.

"I'm getting close again just a little more." I told her.

"Ohh Lucy! I'm cumming!" Michelle moaned grinding her hips into me.

"Get off!" I yelled as I pulled out and shot cum all over the bed and Michelle's stomach.

Michelle licked the cum off her torso "You taste delicious big sis."

I laid Michelle down and had her spread her legs for me.

I moved into Michelle again and she put her hands on my shoulders as I thrusted into her. She grabbed me and pulled me into a kiss. Our huge boobs mashed together as our tongues grappled. She reached down, squeezed my ass and dug her nails into my back.

"You're getting feisty" I said as I moved my hips more.

"I can't get enough of your body big sis." She said moaning.

"Same to you."

I pulled out and used my hand to finish. I exploded all over Michelle's breasts and face.

"Thank you." She said as I sat back and she took me into her mouth.

"Oh Michelle that feels so good."

Michelle bobbed her head back and forth sucking and licking my cock.

"You're so big Lucy." She said sucking harder "I love it."

"What do you love." I asked running my hand through her hair.

"I love big sister's cock."

"Good girl." I said.

Michelle kept slurping until I got ready to cum.

"If I can't fill your pussy up your mouth will have to do." I said warning her.

Michelle looked up at me with her pretty eyes and gave my cock one long lick before taking me back in her mouth.

"MICHELLE!" I jizzed inside her mouth and swallowed it all.

After I finished she sat up and kissed me. I was surprised when she spit some of my cum into my mouth but I accepted it.

We laid back and touched each other's bodies and kissed some more before me finally went to sleep.

"Goodnight big Sister." Michelle said putting her head on my chest.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please suggest who you want to see in a future chapter or Side story.**

**Next Chapter Hint- When I grow up I wanna be famous, I wanna be a star, I wanna have boobies…Whoops I mean groupies.**

**Till next time!**


	23. Chapter 21: Strong Breeze- Wendy

_Italics indicate thinking_

* * *

**Lucy's POV**

The next day at the guild around midafternoon I was relaxing and sitting around. I put in a request to have Dad's gift looked into by the guild. I was sitting with Levy and Lisanna when someone entered our conversation.

"Lucy." Carla said "May I speak with you."

"Sure." I said following the cat "What's up."

"It's Wendy. She hasn't been herself these last few days and she won't talk to me about it. I was hoping that maybe you'd be able to find out what's wrong."

"I can try." I told her.

Carla told me where to find Wendy. When I found the girl she was sitting on a cliff looking out at the sea.

I sat down next to the blue haired girl "What's up?"

"Oh hey Lucy." Wendy said.

"Carla said something was bothering you." I said "What's wrong."

"It's nothing; it's silly you'd just laugh."

"I won't laugh. Tell me I'm here listen."

Wendy sat there and played with her fingers.

"Um…I don't know how to say it." She shrugged.

"Take all the time you need."

We sat in silence for a few more minutes while Wendy worked up to what she wanted to say.

"I'm upset." She said.

"Okay what about?"

"My age…" she said "I'm supposed to be nineteen but I'm stuck in a twelve year olds' body."

"I see." I shook my head.

"I wanted to grow up so much." She said "I'm still just a little girl. I don't want that, I want to be an adult, I want to look like an adult and I want to be treated like an adult."

"Why do you want to grow up so much Wendy?" I asked "You should enjoy your time as a kid."

Wendy looked down "I just…I wanted to be like everybody else. I'm just that little girl from the guild; I don't have a chest or anything."

I giggled "They're not all they're cracked up to be. They get in the way, and they're fricken heavy."

Wendy pouted "So what, when I do grow up I want a big pair like you. This sucks! I'm not supposed to be some tiny twelve year old, I should be a grown woman."

I rubbed Wendy's back "You'll just have to wait a few years. Why don't you come back to my house for dinner?"

"Alright, sounds like fun."

Wendy and I talked a little more while we walked back to my new house.

"This place is so nice Lucy, much better than your tiny apartment."

"Yeah I loved the apartment but this is much bigger."

Wendy took a seat at the table "You live with Bisca right?"

"Yeah." I said "Technically this is her house, Michelle is staying here to."

_I hope Michelle gets home alright; I left her alone at the guild._

Wendy decided what she wanted for dinner and I got started. I was mixing the soup and ended up getting some on my shirt.

"Wendy do you mind watching this for a second." I asked "I need to get a new shirt from my room."

"Sure." She said stirring the pot.

I went down the stairs and into my room and slipped out of my shirt.

"You're home." Michelle said from the door.

"When did you get home?"

"Just now." She said pushing me back onto the bed.

"Not now Wendy's upstairs waiting for me."

Michelle pulled my pants off "It'll only take a second."

Michelle started giving me a hand job.

"Your hands are so good."

"You're so hard Lucy." She said moving her hand.

Michelle sat there giving me a handy on the bed.

"Oh Michelle I'm so close."

"Cum for me Lucy."

"HA!" I came all over Michelle's hand.

Michelle slowly licked her hand clean "It's so good."

I got a new shirt and headed back out to meet Wendy.

"Sorry about the wait." I said "Michelle needed me for something."

"It's alright." Wendy said "I think the soup's done."

We all ate dinner and sat around for a little while.

"I should get home." Wendy said.

"It's late." I told her "Call Carla you can stay here tonight."

"You don't have to."

"It's fine Wendy." I smiled.

Wendy called the cat and told her she'd be sleeping over at my house tonight. Since Michelle was in one guest room I said Wendy could share with me.

"Now I feel like I'm putting you out of your bed." She said buttoning up her night shirt.

"It's fine Wendy." I said turning out the light "I'm going back upstairs I'll be back in a little while."

I went back upstairs and laid down on the couch to read. I read my book for another hour or so. Bisca walked past and gave me a kiss goodnight before heading to bed herself.

"Guess I should pack it in to."

I marked my place in the book and headed down to my room. When I closed the door behind me I heard a soft panting.

I slowly crept over to the bed "Wendy?"

***Pant***

I looked at the blue hair girl and she was panting for air and when I put my hand on her forehead she was burning up. I threw the sheets back and she was sweating.

"Wendy what's wrong?"

"Lucy…" she looked though half open eyes "My body… it feels like it's on fire. Hngh!"

Wendy grabbed her arms and shuddered in pain.

"It'll be alright Wendy, I'll get a doctor."

"AH!" She suddenly gasped in pain.

Wendy rolled over onto her side and I watched as her hair suddenly grew very long. Then her arms and legs got lanky. She rolled onto her other side and she started to get taller and match the length of her appendages.

"HA!" Wendy gasped

She yelped in pain as her butt grew and she rose off the bed a few centimeters. Next her face grew from innocent to mature, and then there was one finally change, Wendy's chest started to expand.

_She aging up? How?! I can't be from me I didn't get any on her…wait it can't be...THE SHEETS! I never washed them after last night with Michelle. Is it possible that there was some on the bed and Wendy accidentally got it on her? It's the only thing that makes sense... if it's true I need to start being really careful.  
_

I watched as Wendy's chest ballooned outward.

***Pop***

One of the buttons on her night shirt burst off. Wendy kept getting bigger and buttons kept snapping off till her chest was probably about as big as mine.

"Ugh…" Wendy finally calmed down and it appeared her changes were over.

"Wendy how are you feeling."

Wendy still hadn't opened her eyes "Stiff." She said "Like I need a good stretch."

Her voice was different, no longer the sweet innocent voice of little Wendy. Now it was the deep seductive tone of a mature woman. Wendy sat up and stretched and the final button on her shirt flew off.

Wendy opened her eyes at the sound and looked down "huh..? HUH?!"

"Wendy calm down."

"What happened to me?!" Wendy said running over to the nearby mirror "I look so different."

She really did. Wendy was no longer a tiny girl. She was about as tall as me. Her long blue hair reached down to her lower back, close to her butt, which was now round and firm. Her face and voice had become like that of a seductive woman. But the most obvious change was her chest.

"They're huge." She said squeezing them "They look like yours Lucy."

"Wendy sit down so we can talk." I said.

Wendy blinked and took a seat on the bed.

"Now what happened to you was an accident." I said "What I'm going to tell you tonight will have to be our secret."

"Alright." She said.

I stood up and got naked "This is what did that to you."

"You did?" she asked.

"Kinda." I said "My penis did."

"Oh."

"Wendy I need you to think about your younger body." I said.

"Why?"

"Cause then you can change back."

"I don't want to change back." Wendy said touching her breasts "I look like I'm about nineteen. My wish came true Lucy why would I want it to stop."

"Wendy you should be able to switch back and forth between the two forms." I said "I just need you to test it."

Wendy reluctantly shifted back to her twelve year old form only to quickly go back to her more mature form.

"There happy?"

"Good enough." I grumbled

"So you were a Futanari all this time?" she asked.

"Yeah." I explained "I guess I should tell you some things."

I explained to her what went on with the other girls and that I was Asuka's mother.

"You two did seem close."

"I guess we should get you some new pajamas." I said.

"Wait Lucy." Wendy said leaning forward "Now that I'm and adult there's some things I need to know."

"Okay?"

"What's sex?" she said "I hear you guys talking about it all the time, but what is it."

"You've never gotten the talk?" I asked.

"Nope." She said "I read about it in a book I the library once but I didn't know any of the terms. What's sex, semen, what's a blowjob?" she fiddled with her now tight pants "and why do I have this itch down there that I just can't seem to scratch?"

I gulped and decided I had to make a decision.

"Okay here's the deal Wendy." I said "I'll teach you about your adult body, but if I do you have to be willing to do what I tell you."

"Okay." Wendy said.

_This is gonna be a long night_

"Then get undressed."

Wendy slipped off the busted night shirt and slightly torn pants. Her little panties were completely shot, they had become nothing more then scraps of cotton.

"All set." She said standing naked before me.

_I can't get over this new voice, it's so seductive._

I gave Wendy a quick rundown of my and her bodies before having her lay on the bed.

"What I'm going to show you now will help take away that itch."

"Right Wendy said.

"Take a finger and tease your clit with it." I said rubbing myself.

Wendy followed suit "Oh! That felt weird."

I gave Wendy a few more instructions and it wasn't long till we were both on the bed fingering ourselves.

"This feels so good!" she yelled "The itch is gone! Being older is great!"

"Yeah it's defiantly fun." I said watching her pleasure herself.

In only a few minutes Wendy was hitting her own sweet spots and moaning loudly.

_She's a fast learner._

"OH~! I feel...AHHH!" Wendy bucked her hips forward as she climaxed "That was incredible…"

I had been rubbing my cock while Wendy was fingering herself "Next you wanted to know about semen right?"

"Yeah" she clapped and her chest bounced up and down

"Then get over here."

I explained that semen was something only males had. I also said that it was what caused her to age up.

"So this stuff's magic?" she said.

"Not always." I told her "I'm a special…AH! Case! Okay Wendy it's coming so pay attention."

I turned the girl and ejaculated all over her breasts.

"It's so gooey…and warm…" Wendy said poking the cum.

I picked some up and put my finger near her mouth "Taste it."

Wendy licked my finger and smiled "It tastes delicious."

I put myself near Wendy's mouth "Next Blowjobs."

"Okay."

I explained a few basic concepts to Wendy and she slowly took me into her mouth.

"You feel so nice Wendy."

She smiled as she moved her head back and forth gently sucking.

_It's not the best BJ I've ever gotten but it's okay. She needs some practice but I bet she can be as good as any of the other girls. Should I tell them Wendy has this form…they don't know that my semen can change people. Maybe it's time to tell them.  
_

_I still haven't told them about Natsu either…I'll leave it up to Wendy._

I ran my hand through Wendy's long hair "Listen Wendy Carla can't know about what we do here tonight kay."

"Why not?" Wendy said licking my shaft.

"Cause she'll kill me if she finds out that I did this to you."

"Okay." Wendy grumbled before going back to sucking.

_I wonder what would happen if I got any on Carla…A Catgirl perhaps..? What the hell's wrong with me she's a cat!_

"Wendy how do you feel about joining my harem?" I asked the girl.

"What's that?' she asked flicking her tongue over my tip.

_She learns fast!_

"Think of it like…a sub guild, it's made up of all the girls who have sex with me."

"So your saying if I join you'll show me what sex is?"

"Sure."

"Then I'm in!" she said.

"Okay but then we'll be telling some people that you have this form"

_Maybe I'll bring Natsu and show the girl's his transformation to…_

"Fine when's sex?" she quickly asked.

"Slow down you haven't finished giving me head yet."

"Sorry." Wendy said before going back to sucking.

"You're a real prodigy Wendy." I said looking at her move her head.

***Slurp***

"Very good I'm almost there. I want you to try and swallow as much as you can."

Wendy nodded her head and sucking.

"WENDY!" I filled the girl's mouth with cum and she tried to battle the torrent of semen but had to spit some out.

"Sorry I couldn't do it." She said with a sad face.

I leaned down and kissed her "It was good effort for you first time. You'll get better with experience"

"Lucy that itch is back."

"Then it's time to teach you about sex." I said having her lay down.

"Yay! Teach me."

I explained to Wendy what I was about to do and that it might hurt for a second.

She pulled me down into a kiss "I trust you Lucy."

I slowly pushed into Wendy and she bit her lip as a few tears came out. I leaned in a kissed them away.

"You're so cute Wendy."

"I'm not cute." She said in her sultry voice "I'm sexy."

I felt our breasts pressing together "Yeah you are."

I gradually moved my hips forward and Wendy started moaning.

"This is sex...It feels so good…"

I kept thrusting into Wendy "You feel so good Wendy."

"Oh Lucy you're so big!" she moaned "I like the way this makes me feel!"

"Good." I smiled.

"AHH! LUCY!" I felt Wendy's walls tighten in the first orgasm of her life "That was incredible!"

"We're not even close to finished." I told her.

I started pushing harder and Wendy kept getting more and more aggressive with her kissing and moving her hips to match mine

"I love this Lucy it feels so good! Sex is great!"

"Some call sex getting fucked."

"That's what that word means...Carla said it's a bad word."

"Not during sex it isn't" I said plowing her.

"Please fuck me Lucy." she said "I can't get enough of this feeling."

"HAA!"

I pulled out of Wendy and came all over her stomach.

"It feels so good." She said.

I got next to Wendy and the two of us kissed and she played with my breasts and then her own.

"I'd bet you'd like this." I said wrapping her breasts around my cock.

"What's this?"

"Tit fuck." I said "Move your breasts up and down."

Wendy obliged "This is different."

"You're breasts are so nice Wendy."

"I like these Lucy. They're so big and bouncy. Umm…one question." She said as she shook her breasts "Am I always going to be naked in this form?"

"We'll figure that out in the morning." I said "You look about the same size as me, we might be able to share clothes."

"Okay."

"Wendy I'm getting close." I said "Just a little more."

"Come on Lucy you can do it. I want to taste more semen"

"The slang term is cum."

"Then I want more cum. Your cum tastes so good."

Hearing Wendy talk dirty was all it took to push me over the edge.

"WENDY!" I came all over the girls breasts and she wasted no time cleaning it off.

I pulled Wendy up and spooned her "Tomorrow I'll call my girls over and introduce them to your new powers."

"This night was great Lucy...thank you. You made my dream come true."

"You're welcome." I said falling asleep.

_Tomorrow morning I'm calling the girls over to show them what happened to Wendy and tell them that my cum can change people…I think it's time they meet Natasha as well._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest people for future chapters or side stories.**

**Sorry if the way Wendy transformed was a little shoe horned, it felt like a good way to age her without Lucy being some kind of pedo.**

**Next Chapter Hint- It's getting cold so grab a mug of Hot Chocolate and sit around the fire.**

**Till next time!**

 


	24. Chapter 22- Timely Reveal- Orgy & Coco

_Italics indicate thinking_

* * *

**Lucy's POV**

When we woke up the next morning I had Wendy try on some clothes.

"Ugh." Wendy said "My back is killing me."

"It's probably those jugs." I snickered "You need a bra. Here try on one of mine."

I pulled out a light purple bra and gave it to Wendy. She took it and stared at it.

"Umm Lucy?" she said.

"Yeah."

Wendy pouted "I don't know how to put it on."

A statement like that coming from the mature face and voice Wendy now had was pretty funny.

"You're so cute Wendy." I giggled.

"I'm not cute!" she yelled, Wendy flipped her long blue hair over her solder "I'm a knock out. A babe, a bombshell."

"You'll always be a kid to me." I said "Here I'll show you how."

I helped Wendy into the bra, it was a bit of a tight squeeze but she was able to get it on.

"It's a little snug." She said.

"Maybe you're a little bigger than I thought. You might just need a bigger strap. We can go shopping later."

"Why not now?" she asked.

"I already called the others over so I can tell them about you."

I had Wendy try on various outfits till she found the one she wanted.

"What'd you think about this?" I said handing her a blouse and slacks.

"Maybe" Wendy said buttoning up the shirt "How does it look?"

She had left the top four or five buttons on the blouse open and was showing a lot of cleavage. You could see a good portion of her bra as well.

"Why don't we put the girls away for a bit?" I said clasping a few more buttons "You don't need to give everybody a free show."

"If you got it flaunt it." She said.

"Not all the time sweetheart." I said as she put on the pants "I think this outfit is perfect. I'm going out to the lounge to wait for the others, you stay here I'll call you when we're ready."

"Alright." Wendy said taking a seat on the bed.

I headed out into the basement lounge and for the girls to show up. They arrived one by one, when they had all arrived I called out Aries and Virgo and we got down to business.

"What did you need Lucy?" Erza asked.

* * *

**Crowd's POV**

"I want you all to meet someone." Lucy said.

The door to Lucy's bedroom opened and a woman stepped out. She was about the same size as Lucy. She had long blue hair and large full breasts. She stepped out into the room and you could feel her seductiveness in the air.

"Hello everyone." Her voice was like a hot knife through butter.

"Lucy who is this?" Bisca asked.

"This." Lucy smiled "Is Wendy."

"What?!"

"No way." Mira said "That's impossible!"

"Show them." Lucy said.

"Do I have to." She whined.

"It's the only way to prove it."

The woman closed her eyes and her body shrunk down to that of Wendy's, which resulted in all the clothes being baggy.

"There see." Wendy said "It is me."

The crowd was stunned into silence. Wendy changed back into an adult before our eyes.

* * *

**Lucy's POV**

"How?" Levy asked.

"The same way your breasts grew." I told her "All of you listen up…"

I explained to them what my semen was truly capable of and that it was the reason Levy's breasts grew and why Wendy now had this adult form.

"Wendy knows that she can only be in her adult form when only the people here are around. This is a secret understand."

"Why did it never do anything to us?" Sherry asked.

"It just works on some people and not others." I said "It seems to be completely random."

"Well if that's all we should let Lucy be."

"Sit down Erza." I said "We're not done yet."

"Sorry." She sat down embarrassed that I had scolded her.

"There's one other person you need to meet, should be here any second."

"Hey Lucy you called!"

"There he is now. Down here Natsu!"

The man walked down the stairs but was surprised to find the crowd of people assembled.

"Umm…hey everyone…Is this some kind of intervention?"

"No silly." I laughed walking up to him "It's time to show them…Natsu do the thing!"

"Lucy I don't know if this is a good idea."

"Please." I pouted "I don't want any secrets."

The girls were starting to mumble and whisper.

"Fine." He said taking his shirt off "But you owe me one."

"Of course."

Natsu had taken his pants off and was standing in his boxers.

"Put your clothes back on this instant Natsu!" Erza yelled "I will not have you corrupting Lucy's mind."

"ERZA!" I yelled "Sit down…"

"Yes Ma'am."

Mira just laughed at her friend getting reprimanded.

"Alright Natsu whenever you're ready." I smiled.

Natsu focused and shifted into his female form.

"No way…" they all gasped.

"Natsu?" Lisanna asked "Is that really you."

"Actually. This form is called Natasha." She smiled.

Lisanna stood up and looked at the girl "you're so…"

"Hot yeah I know." she said.

Lisanna poked and prodded at Natasha.

"Stop it that tickles."

"This happened after Natsu and I spent a night together." I explained "so understand this stuff is dangerous."

I looked around the room and every girl seemed to be getting mighty uncomfortable.

"Michelle come here."

They girl stood up and walked over to me, I slowly started kissing and undressing her.

"Natasha why don't you join the two of us in my room." I said.

"Okay." She said breaking free of Lisanna's grip "But…" she shifted back into Natsu "I think it's fair that I get to go as Natsu this time."

"If that's what you want…The rest of you are free to go. Remember be careful with that form Wendy."

"Yes Ma'am." I heard her say as I closed the door to my bedroom.

I pulled the man and woman with me onto the bed and heard the lounge descend into chaos.

Natsu was grouping my breasts "Lucy…"

"Big sister is mine." Michelle said kissing me.

"No fighting." I snickered getting Michelle out of her dress.

We were all naked and laying on the bed in a heap of bodies.

"Michelle lie down." I instructed.

"Yes." She said getting under me.

I felt Natsu rubbing up against my entrance.

"Here we go." I whispered

I felt Natsu push into my and I moved into Michelle.

_I haven't gotten an in my in a long time. Natsu feels so good. He's so big._

It felt incredible having Natsu filling me up and having Michelle squeezing the life out of my dick.

"This is so good~" I hissed "Natsu you're so big."

"This feels great Luce, you always have me taking you so it's nice to be the man for once."

"Sorry about that." I said as he thrusted into me "I just like to be the man most times."

"It's fine." He grunted "I like it both ways. Giving it to you or taking it, both make me feel great."

"Harder Lucy…" Michelle moaned "Focus on me not that man."

"Don't worry you'll…AH! Get plenty." I said as our chests mashed together "You need to learn to share."

"Lucy I'm getting close."

"Me to Natsu."

"LUCY!"

I felt Natsu's cum start to fill me up and I felt the rush as well.

"Michelle! I'm cumming!"

I pumped Michelle full of cum and slid out.

"That was good." Natsu said.

"There's a lot of noise out there." Michelle said kissing me.

"I wonder what's going on out there…"

* * *

**Wendy's POV**

As soon as Lucy retreated to her room with Natsu and Michelle all hell broke loose in the lounge. The pent up frustration had boiled over and girls started pairing off and going to various rooms in the house for some personal time.

I was still sitting on the couch and Cana came up to me.

"You look so sexy now Wendy."

"Thank you." I smiled.

She sat down next to me and rubbed my arm "So how much did Lucy show you last night."

"Lots." I said moving closer.

"Why don't you show me…?"

"Sure…"

Our lips touched and the two of us began kissing.

"Wendy your lips are so soft."

"Yours to."

Cana moved over and straddled my waist. As we kissed she started undoing the buttons on my blouse.

"Look at these knockers." She said "Big just like you wanted."

"Yeah." I said kissing her neck.

I pulled the string and untied Cana's bikini. She took my head and buried it in her cleavage. I moved my head around and motor boated her large breasts.

"Ohh~ that's nice." She cooed.

I moved my hands down and squeezed her butt.

"Hehe, that tickles."

I felt Cana pull the clasps and free my breasts. She moved her head down and began sucking my nipples.

"Ah! Cana that feels so good."

"You're a big girl Wendy. Your nipples are so hard."

I moaned as Cana sucked my breasts.

"Cana…" I moved my hands down and started to undo her jeans.

She slipped out of the pants before helping me out of mine.

"You ready?" she asked straddling my hips again.

"I'm so wet." I told her.

Cana rolled her hips forward as we kissed. Our folds rubbed up against each other's and we moaned.

"Cana…It feels so good."

"You're incredible Wendy."

We rubbed up against each other, kissing and fondling. It felt wonderful having Cana touch my breasts.

"Wendy…I'm so close."

"Me too." I whispered "Make me cum Cana."

Cana gyrated and our bodies shuddered.

"AHH!"

"HAA!"

We both came and laid back on the couch.

"Lucy's pretty busy why don't we go back to my house?" Cana said.

"That sounds like a good idea."

We got dressed and headed out the door. I felt so weird when i walked. I chest bounced and my hips swayed.

_I feel so sexy and mature. I love this body._

"Hey Cana maybe later can we go shopping…I need clothes for this body."

"I'd love to watch you try them on." She said licking her lips.

* * *

**Erza's POV**

_I can't believe I made a fool of myself in front of Lucy._

"Come on Erza it's no fun if you just sit there." Mira said kissing my neck.

"Are you that upset the Lucy yelled at you?" Ever asked kissing the other side.

"I'm so embarrassed that she had to scold me like that."

"You deserved it." Mira said squeezing my breasts.

"You interrupted her." Ever said taking her dress off "It's polite to let a person finish. Lucy doesn't hold grudges I'm sure she's already forgiven you."

Ever sat on my face and I started eating her out.

"What did you think of Natasha?" Mira asked "She's kinda cute."

"Cute isn't the right word." Ever said pushing her pussy against my face "She was a bombshell."

"Ever's right." I said from between the woman's thighs "Lucy comes first but I wouldn't mind getting some of her…"

"Me too." Mira said flicking her tongue over my clit.

"HA! Mira!"

"You're so cute Erza." She said "And you taste great."

"Erza your tongue is amazing!" Ever moaned "I feel like I'm being devoured."

The three of us laid there licking each other all over.

"Oh Erza just a little more!" Ever moaned "I can feel it!"

"Me too!" Mira gasped.

"Same…I'm so close Mira…GAH!"

"OHH!"

"MMMM!"

* * *

**Sherry's POV**

"Oh Bisca you're so sexy." I moaned as we scissored on her bed "I've wanted you for so long."

"I wanted you to!' she said rubbing her clit "But I wanted to wait for Lucy."

"I'm getting you now that's all that matters." I told her "This feels so good."

I felt out pussies mashing against each other.

"Oh Sherry that's the spot. Harder!"

"More, More!"

I pinched my own nipple.

"I'm getting closer." Bisca said.

"A Milf like you is gonna cum already."

"Please Sherry move faster!"

"Bisca I'm getting there. Just a little more!" I said as our legs got all tied up.

I felt Bisca's legs tremble "SHERRY!"

I started cumming as well.

"BISCA!"

The two of us started making out on the bed and fingering each other more and more.

* * *

**Levy's POV**

"Spank me again!"

"Please Mistress Levy we need to be punished."

***Smack!*** I gave Lisanna and Virgo another slap.

"Thank you! Another!"

"Thank you Mistress."

I moved my thong to the side "I think it's time for you two to please me."

Lisanna sat on my lap and started licking my breasts.

"Oh~ Virgo that's nice."

Virgo was licking both Lisanna and I. The white haired girl and I kissed and moaned into the lip lock.

"You both taste good." The maid said "The princess is very lucky to have such wonderful friends.

"Mmmmm Levy your breasts are so nice."

"Thank Lucy." I told Lisanna "She's the reason I've got them."

She kissed my nipples "That's the spot Virgo…"

I reached forward and twisted Lisanna's nipples.

"OH! That hurts so good!"

"You're such a little bitch." I smiled "Asking for pain."

"Punishment?!" Virgo said popping her head up.

"Keep Licking!" We both snapped.

Lisanna and I kissed when Virgo got us both close.

"OH…OH!"

"AHHH! VIRGO!"

The three of us wrestled with our tongues on the living room couch and tuned everything out while we had sex.

* * *

**Aries's POV**

"Juvia…" the two of us were pinned up against the table in the kitchen.

"Aries…you're so soft."

I squeezed her backside "You to."

She laid me down on the table and sat on my face.

"69?" I questioned.

"Juvia likes this position."

I started running my tongue over her folds.

"Hmmm…"

"Tastes like sugar water." I cooed.

"Does Juvia taste that sweet?"

"You taste wonderful."

Juvia licked my pussy "You taste good to."

I dug my nails into her butt as I licked her.

"Juvia feels so good."

"Me too." I said "I'm gonna cum soon."

"Juvia is to…Juvia….IS CUMMING!"

My face was covered in her juices.

"JUVIA!"

I came on her face as well.

* * *

**Lucy's POV**

After Natsu and Michelle passed out from the sex I walked around the house. Bisca and Sherry were asleep in the master bedroom. Erza, Mira and Ever were in Michelle's room. Aries and Juvia had fallen unconscious on the kitchen table and Levy, Lisanna and Virgo were on the couch. Wendy and Cana had completely disappeared.

"I guess they all got sick of waiting for me and tired themselves out with each other." I snickered "They all look so cute sleeping like that"

* * *

**A few days later.**

These last few days have been pretty rough. The Legion Platoon, made up of the Earthland versions of people we met in Edolas, came and stole Dad's gift form me. We went after them and ended up in some old tomb. I was with Happy, Michelle and Romeo but we got separated when I fell down a hole trying to help Coco.

We were walking down a hall trying to avoid the traps.

_This Coco is so different from the one in Edolas, she much snottier. Maybe it's the outfit but she looks a little more mature here, but that could be the seven year gap to. Edolas Coco looked more like a little girl. This one is more like a normal teen. She has a great body. Luckily she seems a little friendlier now that we talked…_

"Look out!" Coco tackled me and saved me form a trap.

"Thanks…" I said as she lay on top of me, her leg rubbing up against my crotch.

_Oh boy…_

"Are you alright?" I asked.

"My ankle." I looked and saw that she must have sprained it trying to help me.

"Oh no."

She adjusted her body and kept rubbing up against my crotch, she went to stand up and I pulled her back.

"What are you doing?!"

I looked her in the eye "You're so much sexier than Edolas Coco."

"What are you saying?!" she blushed.

I reached back and ran my hands over her firm butt "Much sexier…all that moving you just did has me all riled up."

"Huh?!"

I stood up and took my skirt off "I think you should take care of your mistake."

"You…You're a…Futanari…I thought they were just a myth."

"Oh we're real." I said putting my hand on her face "Would you like to see how real."

"No…stop it's against church doctrine…"

"What they don't know won't hurt them." I said kissing her.

She started fighting back but gradually gave in.

_I'm getting better and better at breaking people down._

I ran my hand over her toned legs "You're so fit, your body is so tight and compact."

"I do a lot of running…AH!" she moaned as I kissed her neck.

I had the girl get on her knees and I put my cock in her face. She slowly leaned her head forward and started giving me a blowjob.

"Ohh. That's nice."

She bobbed her head back and forth.

"You give good head." I told her "Very nice."

"Thank you." She said "Is it true that you're a princess?"

"Kinda." I said pushing back into her mouth "You can call me that if you want."

She smiled and kept sucking.

"Mmmmm Coco your mouth is so nice. I think I'm gonna cum."

"Go head princess…"

She sucked a few more times.

"AHHH!" I filled her mouth up with cum and she coughed after swallowing most of it.

Coco stood up and got undressed. She was tiny like Levy but her breasts were smaller.

I picked the girl up and kissed her "Your adorable."

"Thank you…"

I teased her entrance and pushed into her.

"AHH!" she moaned and cried as I tore through her virginity.

I gave her a few seconds to relax before I started moving her around and fucking her.

"Oh this feels good." She said "That's great!"

"You're so tight, it matches your body."

"You're so big!" she moaned "I feel so great. Thank you from showing me this!"

"Was it worth breaking you commitments?"

"YES!" she moaned "You've made me doubt everything I have ever know, you penis is that incredible."

"Shit I'm close." I told her.

"Stay in!"

"COCO!"

"LUCY!"  
I pumped the girl full of cum before laying her back down. That was easy for me but must have been intensive on her because she had fallen asleep. I dressed her and tended to her injury before continuing deeper into the tomb.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in a future chapter or side story.**

**Sorry if the Coco part felt somewhat forced, I skipped her in Edolas and wanted to include her here instead but she's just kinda hard to make a whole chapter about so I stuck her in at the end quickly.**

**Next Chapter Hint- a side story. The two characters that will be in it were briefly hinted at in the shopping section of Juvia's side story.**

**Till next time!**

 


	25. SS3: Natasha's Rough Day

_Italics indicate thinking_

**This side story takes place around the same time as Chapter 17(Cana's second chapter)**

* * *

**Natsu's POV**

I woke up this morning and made a decision

_I haven't spent a day as Natasha in a long time…I've been so busy… I think I'll show that side some love today._

I left Happy a note saying I was gonna be out and about today and headed across town to the apartment. When I entered the place I turned on the shower and stepped in. I got all cleaned up before I shifted into my female body. It always feels weird having my body morph and change like that; I don't think I'll ever get used to the feeling of my manhood shirking away or my breasts forming.

"Good to see you Natasha." I said washing my now long hair.

I felt the water cascade down my body as I washed myself. I rubbed the soap over every inch of my delicate form. When my hand passed over my vagina I couldn't help but hiss at the feeling.

"It's so sensitive."

I took two fingers and started playing with the little bud at the top of my folds.

"Mmmmm."

I flicked it and rubbed it. Soon I shoved the fingers into my body and started rubbing my walls.

"Ah…Ha! So good!"

I kept fingering myself in the shower and using the wall to support myself. I grabbed my breasts and pinched my nipples as I masturbated.

"Oh~ I love this it feels great!"

A few minutes later and I was wiggling my hips and moaning with a powerful orgasm.

"UGH!"

I licked my fingers clean "That felt nice…"

I quickly finished up in the shower before I stepped out and wrapped my body in a towel. I walked out into the main room of the apartment and sat on the bed. I grabbed the hair brush from the nightstand and started brushing my silky hair. I can't deny that making my female body look good is something I enjoy. Maybe these emotions were always inside of me or maybe it was something that awoke when Lucy gave me the ability to change. I don't know, but what I do know is that I enjoy being able to just sit around and make myself look good. Being Natasha lets me relax, no one pestering me for a fight, no one expecting me to act like an adult. Being Natasha is something that lets me feel whole. Maybe part of me was always a little feminine and now I'm just embracing it.

I sat down at the table and started to do my makeup. Lucy had taught me about the stuff and said that it was something every girl needed. I really needed to thank Lucy, she's been so helpful with getting me acclimated with my girly side, teaching me about my body, buying me clothes and make up. I finished putting on a little lip gloss and eyeliner before stepping into the closet to find the outfit I needed.

I stopped in front of the mirror and dropped my towel. I looked at the reflection and smiled. I looked good. Looking at Natasha staring back made me feel…happy. I felt complete.

I looked myself in the eye "I'd fuck me…I'd fuck me so hard!"

My female body is much softer than my male one, most of that is from my chest. My magic is weaker when I'm Natasha so I've started making an effort to try and train her body. I grabbed the sports bra and a pair of tight running pants.

"I'm gonna go for a jog." I said "I'm an idiot…why did I take a shower before my jog?"

I shrugged and grabbed a pair of panties to where. All this stuff is so girly but…there was this feeling every time I try on clothes. It felt so fun.

I slid into the panties and pulled the tight running pants over my butt. I'm big but not as big as Juvia; the pair of black pants accentuated my ass well. Next I stretched the pink sports bra over my large chest. Lucy said she was pretty sure I had the largest ones in the guild. Once I managed to get the thing on I could feel the relief it gave me.

"Damn these things are heavy." I mumbled.

I looked down and even in the sports bra you could still see a lot of cleavage. Despite all the complaining I do like my big chest…again it just feels right. I tied my hair up into a ponytail and headed out the door. I took a few seconds to get my timing before I hit the road and started jogging. Every fricken step I could feel my boobs bounce around.

_I thought a sports bra was supposed to help with that!_

As I went around town I could feel men ogling me and undressing me with their eyes.

_You can look but you can't touch._

As I ran I broke into a sweat. I could feel the tiny beads of liquid rolling down my body, sliding into my cleavage. I had to brush my bangs out of my hair multiple times as I ran. I kept up with my jog, at one point I passed by Juvia and Cana, I had to remind myself not to say hello because they know Natsu not Natasha. I should have been paying attention because suddenly I hit a wall.

* * *

**Gray's POV- A Few Minutes Earlier.**

I was walking down the streets heading to the guild.

"Hey Gray!" Happy called flying up to me "Have you seen Natsu?"

"No why, what'd he do now?"

"Nothing." The cat said "But he left a note and said he was going out today but he didn't say where. He's been doing that a lot lately."

"I'm sure it's nothing." I told him I'll see you later Happy."

I kept walking, I passed by Juvia and Cana the two of them waved hello and kept going.

_It's been weird lately without Juvia hanging around me all the time. It feels like all my routines have been thrown off. I kinda miss it…_

"Oouff!" Some chick ran into me and fell to the ground.

I looked down at the woman, she had long pink hair tied into a pony tail, she was wearing basic jogging clothes for a girl…and she was gorgeous. She had a face like a goddess and the body to match.

_Look at that chest…And I thought Lucy was big._

_This girl's a knock out Gray don't fuck this up!_

* * *

**Natasha's POV**

I was sitting on the ground rubbing my back.

_That fricken hurt. Stupid jerk bumping into me I'll kill this guy!_

"Hey are you alright?" I felt the man put a hand on my shoulder.

I when I opened my eyes I was stunned at who I had ran into.

_Gray…I can't screw this up…he'll never let me live it down if he finds out I'm really Natsu…Where's his shirt?!_

"Yeah I'm fine." I said dusting myself off.

"I'm Gray." He said putting his hand out.

"Natasha." I said shaking it.

I looked up at Gray. He looked like the same stupid Ice stripper he always does and he had no shirt on. Not to mention that now he was a good foot or foot and a half taller than me so I felt really tiny compared to him.

***Thump***

_What was that?! It felt like I just got shocked._

I blinked and looked at Gray's abs

_They look so defined…What am I saying?_

***Thump***

_There it is again._

"Are you sure you're okay?" he asked.

"Yeah I'm fine." I said regaining focus "I should get back to my run."

I started to jog away.

"Hey wait!" he yelled grabbing my wrist.

***Thump***

_I feel all tingly_

"I know we just met but would you like to go out tonight?"

_Oh God he's asking me out! I can't accept I can't make things that weird…_

"Umm…Uhh…"

"Just once can't hurt right?" he said "We can go eat and then hit up that new club in town."

_Just once won't hurt anybody…_

"Alright." I said.

"Where should I pick you up?" he asked.

I gave him my address and we agreed to meet a six o'clock.

* * *

**Gray's POV**

I was sitting in the guild talking with some of the other guys.

"You guys should have seen this girl, a Ten out of Ten." I said "And she said yes."

"You're a real man Gray." Elfman said.

"Lucky you." Gajeel said sarcastically.

"At least he can get a date." Alzack said "Let's face it all of us are losers…Bisca doesn't even look at me…"

"Where is she anyway?" I asked "She hasn't been around much."

"She's been battling the stomach flu." He said "She's held up in her room."

"Well it's getting late I have to go get ready." I told them "See you guys tomorrow."

* * *

**Natasha's POV**

"What have I done!" I yelled to myself "I'm going on a date with Gray!"

I kept throwing outfits around in the closet.

"No this isn't good either…I wish I had brought that dress when Lucy and I went shopping…Wait why am I trying to impress that jerk!"

I sat down on the bed and looked in the mirror. Every time I thought about the date with Gray…A small smile crossed my lips.

I felt the twinge in my chest "This is the same feeling I had that first night with Lucy…am I attracted to Gray..?"

_No Way! Not to that jerk!_

_Is it possible that I have feelings for men though…?Does this make me gay?_

I looked at the clock

"I still have three hours…I need to start getting ready soon, if I have to go out with that jerk I might as well try and make the best of it."

I got down to business and picked out a nice shirt and sweater to go with the only skirt I owned. I grabbed to only pair of formal flats I had to go with it.

I took a shower and sat down on the bed. I touched the shoulder where my guild mark was supposed to be.

"Why is it that when I become Natasha the guild mark disappears? Same thing for when I turn into Natsu, makeup, nail polish and ear piercings go away to? Speaking of…"

I grabbed a bottle on polish and got to work painting my nails and toenails a bright red.

When I finished I closed the bottle and put it back down "Why am I trying to make myself look good for that jerk."

I got dressed, brushed my hair, got a pair of earings, and put on my makeup. Before I knew it six o'clock had come around.

"It's now or never." I said when I heard the doorbell ring.

I answered the door and found Gray standing there in his dressy clothes.

_He looks…handsome…_

He handed me a rose "Hello, are you ready?"

"Yeah lets go." I said holding the flower.

***Thump***

* * *

We went to a nearby restaurant to eat before going to a new club that had just opened up in town. We hadn't been there long when I had a few drinks.

"How do you like it?!" Gray asked over the music.

"I'm having fun, I'm glad I came!" I yelled back.

"Come on let's dance." He said pulling me onto the floor.

The music was loud and inviting, hearing it just made you want to grab someone and dance. Gray and I grinded up against each other on the dance floor. Gray had his hands on my waist as I rubbed my ass against his crotch. I could feel his boner through his pants. We danced for a few songs before I headed back to the bar for another drink.

"Same as the last time!" I yelled to the bar tender.

"You got it Beautiful."

I waited a few seconds before the drink was set in front of my. I downed the alcohol quickly before returning to Gray.

_Tastes fizzy…_

Gray and I danced for a while before I had to use the bathroom.

"I'll be right back!" I yelled over the loud music.

I went to the bathroom and fixed my makeup.

_My head is killing me…_

I walked out of the bathroom when I felt someone grab my arm.

"Where are you going?" Some big guy asked.

"Let me go…"

_I can barely see._

"Come on let's go for a walk."

_I can't move! Is it magic? I can't change back either._

I sat there as this guy pulled me out of the club.

_Someone help!_

"Where do you think you're going?"

Gray ran up and punched the guy in the face.

_Gray…_

***Thump***

After Gray beat that guy up everything suddenly felt better, my vision cleared and I was able to move again.

"You alright?" Gray asked.

"Just a little spooked." I told him.

"I think it's for the best if we pack it in for the night." He said.

"Yeah…"

We left the club and Gray walked me home.

"You know my friend Lucy lives in this building to." He said as we got close.

"You know Lucy." I said playing dumb "She's really nice."

"Well I should get going. Will I see you around?" Gray asked.

_Will he..?_

"Thank you Gray." I said "for saving me."

***Thump***

"It's what any guy would have done."

_This feeling my heart…it's on fire…more than usual._

I stood close to Gray.

I tried but I couldn't fight it any more…

"Gray…" I said moving my lips close to his.

I slowly kissed my lifelong friend and he kissed back. We kissed on the street for a while.

_I wanted to deny it…I wanted to run…but I can't anymore…part of me is attracted to Gray…_

When Gary and I finally separated for air I surprised him "Would you like to come in?"

"Don't you think that's a little much?" he asked.

I kissed him again "Please…let me thank you properly."

I unlocked the door and pulled Gray into my apartment. We made out on the bed for a while when I stood up to take my top off. Somehow Gray was already in just his boxers. We kissed more and more as I pulled off the skirt and Gray unhooked my bra.

"Natasha." Gray whispered "You're so sexy."

"You too." I said kissing his neck.

I felt Gray squeeze one of my breasts as we kissed. While he did that I ran my hands over his rock hard chest.

"Ah~" I moaned when Gray started sucking my neck.

After rubbing up against each other for a while I moved to the foot of the bed and pulled Gray's boxers off.

_He's nowhere near as big as Lucy, but he is still pretty big._

I licked the shaft and Gray groaned.

_He'll be putty in my hands soon._

"Do you like this?" I asked kissing the head.

"Oh fuck!" he moaned.

In one swift motion I took him in to my mouth. I started bobbing my head back and forth, sucking Gray off.

He ran his hand through my hair "That feels so good."

I made slurping noises to try and make Gray even harder. It was weird having a cock that wasn't Lucy's in my mouth.

"Cum for me big boy." I cooed licking his balls.

He sucked faster and faster. I felt my breasts bounce with every movement.

"Oh I'm….FUCK!"

Out of nowhere Gray started shooting cum into my mouth. I swallowed most of the white gold but some spilled out and got on my breasts.

"It's a little cold…" I said.

"Probably because I'm an ice wizard."

Gray kissed my body all over before I laid down and took of my damp panties.

"Are you sure you want to go this far?" he asked.

"You're really gonna turn down a pussy like this? I said spreading my legs "Just relax and stick it in me."

Gray slowly pushed into me. My walls eagerly accepted his manhood.

"Ohh that's nice." I moaned.

"You're so warm." He said.

Gray slowly started moving his hips and I rocked my body to match him. My breasts wobbled around as Gray slammed into me.

"Oh Gray it feels so good!"

He leaned in and kissed me "You're so sexy."

"You to. So Muscular." I said running my hands over his hard back.

Gray laid on top of me ramming his penis into my welcoming pussy.

"Harder." I said "Fuck me harder!"

"If that's what you want." He said increasing his speed.

I could feel my breasts mashed up against his hard pecs. I loved the feeling of my small body under Gray's.

"I'm getting close." I warned.

Gray just grunted.

"GRAY!" I felt myself climax and my walls tightened around Gray's penis.

"Ugh! NAT!" Gray started filling me full of semen.

I moved around and got on all fours.

"Please more." I pouted.

"Sure thing just one sec." Gray waited a few to get hard again before going back inside me.

"Mmmmm so big!" I moaned.

Gray grabbed my hips and started doing my doggie style.

"You're so good Natasha."

"Oh Gray you make me feel so good! Keep Fucking me!"

Gray moved faster and faster. I moved back and forth as Gray slammed into me. I laid my chest down on the bed and put my head into my cleavage as Gray fucked me.

"Ah! Gray! I'm so close Gray!"

"Me to."

"HA!…oh~ GRAY!"

I felt my walls tighten and Gray's cum flowed into me.

"That was…wow." Gray said.

We took a few seconds to catch our breath and then we fell asleep.

_That was incredible._

* * *

When I woke the next morning Gray was in my bed, still naked.

_Last night…it was nice…_

Gray moved in his sleep and pulled me into his chest. I laid my head against his hard body.

_This feels so right…I feel so safe in his arms…_

I snuggled closer to Gray and just enjoyed the time sitting in his arms.

_I never thought for a second I'd gain the ability to become a girl…I never thought I'd like it…And I never thought I'd fall for Gray…the fact that I enjoy my female life, was that always there even when I was just a man?_

Eventually Gray woke up and left to go home but promised to see me again soon. After he left I changed back to Natsu and went about my routine.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please suggest who you want to see in the future.**

**I'm aware that the use of "Orgy" in the last chapter title was slightly out of context. It was the best word i could think of to fit the situations in the chapter that also fit the character limit.**

**Next Chapter Hint- The one that got away.**

**Till next time.**

 


	26. Good to see you again- Sorano

_Italics indicate thinking_

* * *

**Lucy's POV**

We finally had all but one clock part, mine. When everyone showed up with their pieces and the clock put itself together, then it was stolen.

The Oracion Seis was back. I locked eyes with the one girl and she looked scared.

_Angel, the one that got away…_

She had changed, her hair was now long and it looked like her body had matured more, fuller breasts and an older face.

I stared at the girl and licked my lips, she visibly shuddered.

"Angel!" Midnight yelled "Eliminate them."

"Yes sir."

Angel flipped some coins and summoned an "Angel". The monster tore the tomb down; I got one last look at the girl before she disappeared with the rest of the Oracion Seis.

* * *

I was lying in bed the next night trying to get some sleep.

"Is something wrong Lucy?"

"No Aries…Actually Angel used to be your master what was she like."

"Miss Angel…she was nice enough." Aries said snuggling closer.

"I saw her the other day, she looked afraid…"

"Miss Angel was always afraid." She said "She only tries to be strong; on the inside she just needs someone to hold her. Lucy if you can…please help her."

"I'll try." I told her "Now you head home I have someone coming over.

"See you later Lucy." Aries said returning to the spirit world.

I pulled out the next key and stuck it in a glass of water. **"Aquarius!"**

The mermaid appeared before me "About time girl!" I watched her grow her legs "I'm practically dying here."

"Sorry." I said as she joined me on the bed "You're the one who keeps asking me to alleviate your stress."

"Yeah but that doesn't mean I should have to wait." She said taking off her clothes.

I was now naked as well and Aquarius and I were kissing on the bed. She had been coming by more and more frequently looking for some relief from her relationship problems. At this point she was pretty much an unofficial member of the harem.

"Enough foreplay let's get down to business." She said lifting her leg and inserting me into her.

"So what's the problem now?" I asked as I started thrusting into her.

"That stupid jerk broke up with me." She said with a sad face "I think he knew what we were doing…"

"Well that sucks." I said "No I feel like I destroyed your relationship." I said feeling my balls slap against her thighs.

"You're way better than he ever was." She smiled "You're the best brat."

"I'm touched." I said grabbing her breasts.

"Oh right there…that's the spot." Aquarius moaned.

"You feel so good." I whispered.

"I never thought I'd have you as my partner girl…You're so big!"

"Aquarius what do you think about making it official…join the harem."

"If it means I get you more often than fine tell them. Just keep fucking me…LUCY!"

I felt Aquarius walls tighten as she climaxed and I started drawing closer to my own orgasm.

"Aquarius here it comes…HAA!"

I came inside Aquarius and she got really angry.

"Just because I said I'd join your harem didn't mean you could risk getting me pregnant."

"Sorry." I said "You were just too good."

"I should be fine, spirits almost never get pregnant." She said closing her eyes "Night brat."

"Goodnight Aquarius."

* * *

**Days Later**

I was betrayed…I had my heart broken…Michelle lied to me, she was with the Oracion Seis the whole time. I feel like such a dumbass!

"Why?" I asked the girl "I thought you liked me…"

"Oh I do sister. That is why I have to keep you all for myself. Those other sluts don't deserve someone like you."

Michelle led me down a hallway before we were stopped.

"Imitatia you will hand Lucy over to me here." Angel said.

"Why would I ever give Big Sister to you?!"

"Don't disobey me!" Angel yelled "If you want to be with your sister you will follow my orders."

The girl threw me at Angel

"Very good you are needed elsewhere." She told Michelle "Out of my sight."

Michelle stormed off and when she was out of sight Angel looked at me.

"It's good to see you're unharmed." She said.

"Huh?" I asked confused.

Angel leaned in and kissed me "It's been a long time Lucy."

"I repeat…Huh?!"

"Why are you so confused…you do remember what you did to me right?"

"I remember it really well." I blushed.

"Then it should be no surprise that I want to keep you safe."

"What?"

"When you took me that day my view of you changed" Angel said "I've waited seven years to have you back."

"What are you saying…?"

"Back in that forest when you had your way with me…I started to see you in a much different light."

"Angel…"

"Please…call me Sorano, that's my real name."

She held me close and kissed me. She pulled me into a back room, a glorified broom closet.

"You know I have a harem now." I told her "I'd love for you to join us when we get this all worked out."

"I'm a criminal Lucy…It wouldn't be smart for me to spend too much time in one place…we have each other right now let's just appreciate that."

"Okay…" I said slowly kissing her.

"Oh!" Sorano moaned when I kissed her neck and started to slide her dress off "Getting right into it?"

"I haven't seen you in so long." I said as she helped me out of my clothes "I don't want to waste any more time."

Angel squeezed my breasts through my bra and I ran my hand through her long hair.

"Lucy!" Angel yelped as I put my hand in her panties, I rubbed my finger over her slit "HA!"

"You're so wet…just like last time." I whispered.

"You always do this to me." She said pulling me closer "You always know just how to make me crumble."

Sorano squeezed my junk "HA!"

"It's already so hard." She said getting to her knees.

Angel licked me and then took me into her mouth.

"Ohh that's nice. So warm, I'm glad I don't have to force you this time."

"Me to." She smiled.

Angel bobbed her head back and forth, running her tongue over the tip on my penis.

"Oh~ Sorano that feels so good."

She thrust her head forward and deep throated my cock.

"AH!"

"Oh Lucy how I've missed this." She said licking my hard shaft.

Sorano kept sucking me off until I got close.

"Sorano I'm gonna…"

"Cum for me Lucy." She said sucking more.

"AHH!" I jizzed in the white haired woman's mouth.

"Much better when I'm not choking on it. A lot easier."

"You looked to be enjoying it more this time." I smiled.

Angle laid on the floor of the closet and I went towards her entrance. I slowly pushed myself inside her and she moaned. I felt her wrap her legs around my back as I slowly started to thrust.

"Oh~ Lucy! It's better than last time."

"It's because you're not fighting." I said "It's mutual, like it was towards the end of our last time."

"Make me feel that way again." She said as my balls hit her thighs "Make me whimper."

"I'll do my best."

I moved back and forth and Sorano moaned out in please.

"So big!" she said.

"You're still so tight." I mumbled

"Fuck me harder Lucy!"

I started picking up my pace.

"Ah…Ah…so good. You make my cock feel great."

"Lucy!" I felt Angel's walls tighten as she orgasmed.

"Oh~ that's so good."

"Lucy you cock is incredible."

I kept plowing Angel; she pulled me into a hug as I fucked her and dug her nails into my back.

"Lucy I'm gonna cum again."

"So soon…"

"Cum with me Lucy!"

I felt my balls clench "AHH! I'm Cumming!"

"OHH!" I pumped Sorano's pussy full of my hot seed and she had a look of pure bliss on her face.

Angel moved around and straddled my hips. She was facing away from me when she reinserted me into her hole.

"Mmmmm." She moaned as I entered her.

I watched as Angel butt moved up and down and my hands held her waist as she moved.

"So big…I feel stuffed." She said.

"You're so sexy Angel."

"Please don't call me that." She whispered "To you I'm Sorano."

"I'm sorry." I moved my hips to meet her bouncing butt "You feel great Sorano."

"Lucy you complete me. I sat in prison for seven years waiting for you to fuck me again." She moaned hopping faster "Rubbing myself doesn't compare at all. I missed having your penis inside me. More than that I missed you showing me how you felt."

"I'm getting close." I warned.

"Oh Lucy I love this!" she said as our thighs made clapping noises.

"You're so tight." I told her "I feel like I'm about to burst."

"Cum in me again." She said "I want to feel your warmth."

"SORANO!" I came inside the woman again and we both took the chance to catch our breath.

Sora leaned her head on my shoulder "Thank you Lucy…get dressed now."

"Why? I can keep going."

"We have to hurry." She said "I need to get you away from this place. I'm in too deep but maybe I can still save you…If I can help you that's all that matters."

"What are you talking about" I said following her out of the closet.

"They need you to be a sacrifice Lucy." Sorano said "Don't worry I won't let that happen…"

I followed her around the castle sneaking carefully.

"There you are." Michelle had spotted us "Where are you taking Big Sister."

Angel stopped "Lucy run now you can still make it."

"I'm not gonna leave you behind…I want you to come back with me, you can live with me you don't have to run."

"It's too late for me…" she whispered.

"Hand her over now!" Michelle threw some bladed shield at Sorano.

"You can't have her!" Angel yelled fighting back "Run Lucy! Please go!"

"NO!"

"You should have listened to her." Midnight appeared next to me and grabbed my wrist "Now it's too late."

"Brain?! AHH!" I watched as Michelle's shield cut through Angel.

"NO!"

"Imitatia take her to the cells in the church. You're coming with me."

Midnight dragged me off and I watched Sorano get dragged away.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Please suggest Future Chapters or side stories.  
**

**Till next time!**

 


	27. Puppet- Mary Hughes

_Italics indicate thinking_

* * *

**Lucy's POV**

I can feel everything slipping away. This clock…it's sucking the life out of me…

I can hear everyone calling for me…Natsu, Gray, Erza, I hear Michelle and Sorano…I don't want to die…

I kept fighting. Midnight tried to kill Michelle, but she didn't turn back into a doll like he planned.

_Is that from me?_

I kept trying to fight but no matter how hard I tried I kept slipping away.

* * *

The next time I woke up I was plummeting to towards the ground with no way of stopping. When I looked around I saw Natsu was running to try and save me.

"Lucy!"

"Natsu!"

He dove forward just like he did back at the Phantom Lord Prison and caught me just in time.

"Thank You." I said hugging him.

Natsu helped me back over to our friends; Sorano and Michelle were there with them.

"Sora! Michelle!" I hugged the two girls.

Our reunion was short lived because the council showed up to arrest Angel and Michelle.

"Please don't they've changed?" I begged.

"That's no excuses for the mistakes of their past." Lahar said when the lacrima receiver he had suddenly rang.

He talked into the crystal and almost sounded like he was arguing with someone before he hung up.

"Congratulations you're on parole." He grumbled "You owe Miss Heartfilia a great debt."

He and his partner teleported away.

"Wow Lucy who knew you had so much pull with the council." Gray joked.

"Yeah…"

_What was that…I didn't do anything…could this have something to do with what Ultear said about the council keeping a close eye of Futanari…_

* * *

When we returned to Magnolia and got Sorano situated with the guild. Since she was under my watch during her probation she would be living with Bisca, Michelle and I. the problem was that we didn't have any more beds left so for now my angel shares with me every night.

"Maybe we need to expand." Bisca said one night "Put an addition on. A few more bedroom, stuff like that."

"We can't afford that." I said "It's way too expensive."

"Well we can start saving up and the other will probably contribute if it means they can stay over more often."

"I'll bring it up to them." I said giving her a kiss "I'm going to bed."

"Night Hun." Bisca said as I headed down to my room.

I opened the door to my room and Angel was already on the bed in her nightgown.

"Coming to bed?" she asked.

"Yeah…" I said getting under the covers.

Sorano snuggled up with me "Thank you Lucy."

"I'd have done it for any of the girls."

"Not for the pardon…for saving my life."

"What are you talking about?" I asked

"I was dying Lucy, but now I'm not."

"What…you were dying?!" I yelled.

"That magic I was using comes at a price, time, but now it feels like all mine came back."

"Never again understand!" I yelled

"I wouldn't dream of leaving you behind." She said "Goodnight Lucy."

* * *

I was surprised how well Asuka took to having people live in the house with us. She treats Sorano and Michelle like aunts. I think Bisca's jut grateful to have people around to help her take care of our daughter. At the guild I mentioned Bisca's idea of putting an addition on the house and everyone was all for it, they even offered to help pay.

One day we were having a party to celebrate the stopping of the Oracion Seis. The Legion Platoon had joined us but one of their members, Mary Hughes, wasn't too excited by the events going on. I saw her wander off from the guild so I followed her. I found her looking out at the cliff I had found Wendy on a few weeks prior.

"The views nice isn't it?" I asked.

"Yeah it's nice." She said

I looked at this girl and she was attractive. She had purple and white hair, sizable breasts, and an ass that could rival Juvia's.

We talked for a while; she said that the real Michelle Lobster wasn't even really related to me.

"I just wanted to help you, to be able to give you some kind of good news." Mary sighed.

"It's fine." I said "Let's start over and be friends, I'm Lucy."

"Mary." She said shaking my hand.

"See that wasn't so hard." I smiled "I like your hair."

"Oh thanks." She said moving her bangs "It's always like that, the white part's a birthmark."

"I think it's cute."

She blushed "Thanks…"

"You said you wanted to help me right?" I mentally smirked "I have an idea."

"What?" she said.

"First how much did Coco tell you?" I asked.

"Tell me about what?"

"Nothing." I said standing up "If you want to help you can get rid of this." I lifted my skirt and showed her my hard on.

"No way!" she yelled "You're a…Futanari…"

"Yeah, why don't you help me get rid of this stiffness." I told her.

"I don't know…"

"Come on Mary, please." I pouted.

"A…Alright." She said slowly wrapping her hand around my shaft "It's so…fleshy."

Mary got to work jacking me off.

"Your hands are so nice." I whispered "Use your mouth."

Hughes took me into her mouth and started giving me a blowjob.

"OH~ Yes!" I groaned "that's the spot."

"It's so big Lucy." She said putting my balls in her mouth.

"You're mouth's so warm."

Hughes kept switching between my balls and my penis, licking and sucking each.

_She's incredible she know all the spots to hit…has she done this before?_

"Jeez Lucy when are you gonna cum?" she asked "We've been here for a while."

"I'm…I'm getting close."

"Well I did this for you so where's my reward?" she asked, her eyes half covered by her hair.

"I'm cumming!" I shot cum all over Hughes face.

"Yuck!" Mary said as her face got coated in the goop.

"Sorry about that." I said "You wanna go farther?"

"We made it this far." She said pulling the zipper on her outfit.

He clothes fell off and I stripped down as well. Hughes breasts looked a little bigger out of her outfit and her ass was still as divine as it was in her tight pants.

"Nice…" I mumbled groping her butt.

"Oh Lucy that feels so good. Squeeze harder."

"You have such a cute ass." I said having her lean against a tree.

"Mmmmm Lucy please…stick it in me." She said making her butt shake.

"Sure." I said teasing her entrance and entering her. I grabbed Hughes hips and started pulling her to match my thrusts.

"Oh Lucy that's so good. It's great!" she moaned "So big."

"Nice and tight, just how I like it." I told her.

"Please pound my pussy." She cooed.

I pulled my hand back and slapped Hughes ass and watched it jiggle around.

"Oh! That felt nice." She said.

_I bet her and Lisanna would get along great._

I kept slamming into Hughes and she kept moaning and making little girly shrieks when I slapped her ass. Her ass felt great pressing up against my crotch with every thrust.

"Lucy…oh…oh…OHHH!" I felt Mary orgasm and I knew I wasn't too far behind.

"Here it…comes…AHH!" I pumped my semen into her warm snatch.

I pulled out of Hughes' pussy and teased her asshole.

"Do it!" she yelled "Fuck me in the ass!"

I pushed forward and entered her tight butt.

"HA! It's so tight!" I yelped.

"I feel like I'm about to be split in two!" she moaned.

Her ass was heavenly, so tight on the inside, so soft on the outside. I kept ramming into Hughes and squeezing her ass cheeks as I destroyed her butthole.

"Ah…Ah! Lucy it feels so good!" she moaned "Fuck me harder!"

"My pleasure!" I said moving her hips faster.

"Ugh yes!" she moaned.

I kept fucking Hughes until she could barely stay calm.

"AHHHH! LUCY! FUCK ME!"

"I'm gonna…MARY!" I filled her ass up with jizz before I slid out and Hughes fell to the ground.

I sat up against the tree and Hughes slowly walked over and sat in my lap. She got into position and I slid inside her.

"Fu…ck!" she groaned as my big cock pushed passed her folds.

"Hughes you're so tight." I said lying down on my back.

"Is she now?" Mira asked.

"Mira?!"

There was a slapping noise.

"AH!" Mary moaned as Mira slapped her ass.

"You know Lucy this girl was rude enough to make me attack my siblings." Mira said "I think she needs to be punished."

"No wait we're all friends here!" Mary pleaded as I fucked her "Oh Lucy right there."

"Not yet" Mira said as she put on a strap-on.

"What are you doing?!"

"Lucy you were kind enough to lube it up for me." Mira said pushing into Hughes ass.

"AHHH!"

"Moan more bitch." Mira spanked Hughes again.

"Oh~"

Hughes laid there taking me in her pussy and Mira in her ass.

"Two at once…UGH!" Mary groaned.

"Lucy your newest bitch is good" Mira said.

"What?!"

"You belong to Lucy now got it." Mira said "Same goes for that other brat. You may all be leaving but you better stop by regularly to get 'serviced'"

"Okay!" She said.

I could feel my balls slapping into Hughes ass as I plowed into her.

"Oh~ Lucy I'm…I'm gonna cum!" Hughes yelled.

"Already, how pathetic." Mira said slapping her.

"Eek! LUCY!"

I felt Hughes climax but I kept ramming her.

"Suck my breasts." I told her.

Hughes put her head into my chest and started sucking on one of my nipples.

"That's right suck like the bitch you are." Mira said giving her another slap.

I gave Mira a look that told her to calm down and little and her face softened and she relaxed slightly.

"Lucy you have such nice breasts." Hughes said.

"And you have a nice pussy" I told her "I'm about to fill it up with hot cum."

"Please Lucy~" She said flicking her tongue of me hard nipples.

I gave her a few more thrusts.

"MARY!" I felt my balls start to spew my seed into Hughes pussy and she moaned as I filled her up.

When I finished Mira pulled out of her ass and the three of us headed back to the guild.

The Legion departed but Hughes and Coco said they'd stop by every once in a while to check on their 'princess'. Erza said she had successfully collect the appropriate funds to expand the mansion and that we could get to work soon. After that I headed home to await my next exciting adventure.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

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**Next Chapter Hint- It's a Thanksgiving Themed side story.**

**Till next time.**

 


	28. SS4: Ten little Indians

_Italics indicate thinking_

**This Side Story is non-cannon it takes place in an AU**

* * *

**Lucy's POV**

I am Chief Lucy; I lead a tribe of female warriors that have conquered most of the land from here to where the sky ends.

"Wendy?" I asked my shaman "Have Erza and Bisca returned yet?"

Erza is the strongest warrior in my tribe and Bisca is our greatest archer.

"Not yet Milady." Wendy said,

Wendy is a young girl, but she is quite bright. She has a knack for her shaman duties but tends to treat her work more like play.

"Juvia?" I called my aid "Go wait for them at the gate, they should be back from destroying that other tribe by now."

"Yes Chief." Juvia said running off.

Juvia is my most trusted advisor and aid, also the occasional concubine.

"Why did you send them to destroy that village?" Wendy asked.

"Because we need to expand, in both land and people. I do hope they bring back some good prisoners." I said twirling my hair around my finger.

"You're so smart Chief Lucy." Wendy smiled.

"I didn't become chief by sitting around." I told the girl.

"I thought you got to be chief because your of the rare breed." She said.

"That to." I shrugged.

"Lucy-Sama!" Juvia yelled running into the tent "Erza and Bisca have returned."

"Very good let them in."

The scarlet haired warrior and the green haired archer came inside the tent.

"We have returned Chief." Erza said kneeling.

"And how was your assault, were you able to subjugate those peons?"

"Yes Ma'am." Bisca said "But they put up a fight and most of their forces died in battle."

"Shame I was hoping you'd bring back some potential recruits."

"Our journey was not for nothing." Erza said "We did manage to capture five females."

"Very good." I smiled "Bring them to me; we should get started on assimilating them into our tribe quickly."

"Cana bring them in." Bisca said.

A brunette warrior came in dragging five females from another tribe into my tent. There as one with long silver hair, one with long white hair, one with dark purple hair, she was holding a girl with long pink hair close, and finally one with short blue hair.

"All of them look quite good, excellent job Erza. You to Bisca."

"Thank you." They both said.

"You five." I pointed to the prisoners "State your name."

"Like we'd ever tell you." The oldest one spat.

"Erza." I commanded.

"Yes chief." The scarlet haired woman walked up and dragged the woman to the foot of my throne "Answer!"

This woman looked good; she had long dark purple hair and large breasts.

_She'd make an excellent wet nurse..._

"Answer!" Erza commanded.

"Ultear!" she said.

"What a wonderful name." I said "you next." I pointed to the pink haired girl.

"Meredy."

"The rest of you." I commanded.

"Angel, Mira and Levy." They all said.

"What pretty names you all belong to me now. You are members of my tribe."

"I'd 'rather die than work under you." Angel said.

_She will require some work. The others seem more concerned with saving themselves._

"You four." I said looking to my advisors "You've been most helpful as of late, please do me a favor and get those other four settled in their new roles."

"Of course Milady." They all bowed.

"What about her?" Erza asked.

"This one will be staying with me. Bisca take Ultear to the nursery."

"Aye!"

Bisca took the woman into a back room

"Ultear!" the pink haired woman called out "Bring my mother back!"

"Remain calm girl." I said "Bisca will not harm her. Juvia take her, she will be my aid like you."

"Yes Lucy-Sama."

"Wendy you've been asking for an assistant, I think Levy will do nicely."

"Yes Ma'am" Wendy said skipping out of the tent.

"Erza take the last one and test her combat abilities."

"Chief…If I may…"

"Yes Erza…are you already feeling threatened? Your title as strongest is in no danger." I said.

"Sorry…" Erza said taking her new recruit to the training grounds.

"What are you doing to them?" Angel asked.

"I'm giving you five a great opportunity, to join the strongest tribe in the land."

"You gave them all task why keep me?" she said.

"Because…" I said taking off my headdress "You shall become my concubine."

"What?!"

I removed my pelts and exposed myself to this woman.

"You're…a rare breed."

I licked my lips "Yes and you will become mine."

I pulled the woman to the bed and torn her clothes off.

"Stop it."

"Just once and you'll see why all the girls in this village love me so much." I said pushing myself into her.

"AHH!"

I began thrusting into my newest villager.

"How's it feel. You should be honored that one such as me wants you to be her concubine."

"No…no…"

"Just accept it and you'll start to enjoy it." I said grabbing her breasts.

"No..no...AHHH!" I felt her womanhood squeeze me

"Who's your queen?!" I yelled.

"You are!" she said "Lucy is my queen!"

_She broke so easily_

"HAAA!" I pumped Angel full of my seed.

"Ah...ah...ah…" she panted.

"Maybe Ultear will be nursing longer than she plans." I said

* * *

**Ultear's POV**

The green haired woman brought me into the back room of the tent.

"You're quite lucky." She said.

"And why's that?" I asked.

"Because Chief Lucy has chosen you to be the wet nurse to our daughter."

"What?!" I yelled "I'm not a wet nurse."

"You will be soon." She said touching my chest "Your large fruit will soon bear nectar."

"Impossible I've never even been with child I don't lactate."

Bisca pulled out a vial "Our shaman is a prodigy. She may have a playful personality but she is also a genius. She assures us this potion will make you into a wonderful nurse."

The archer forced a liquid down my throat.

***Cough*** "It tastes vile. AH!"

I suddenly felt a rush in my chest. I could feel my nipples grow hard like arrowheads and my breasts suddenly felt much heavier. I could feel the liquid collecting in my chest. When I looked down there were wet spots on my tunic.

"Impossible." I gasped.

Bisca pulled off my top and I could see small beads of milk had collected at the tips of my nipples.

"I'm always so busy fighting I don't have the time to feed Asuka." She said handing me a small bundle "So you will do it in my stead, get to work cow."

I looked at the small girl; she couldn't be more than a few weeks old.

_She just had a child and she was already back in the field fighting._

"I suggest you not test me." Bisca said "Feed her."

_I don't have much choice they'll kill me if I don't. Not to mention that potion made my nipples painfully sore._

I moved the child close to my breast and she latched on to a nipple.

"Oh!" I yelped in surprise.

This child sat there sucking from my breasts and it felt nice.

_I never got to do this with Meredy. She was grown when I took her in._

"There you go." I said as I feed this child "Have as much as you like."

I turned the child around and she sucked from the other nipple.

_My nipples are so sore…Even feeding this child won't make the pain disappear._

Eventually Asuka stopped nursing and I put her back in her cradle.

"Excellent job, you will make an excellent nurse." Bisca said "Now come."

I slowly walked over to the woman and she began to suck from my breasts.

"AH!" I gasped.

"Your milk is so sweet." She said "I'm hungry to."

She pushed me down on a cot and sucked from my breasts like her daughter had.

_Milk just keeps coming!_

"HAAA!" I moaned as she ravaged my chest and I felt Bisca slip a hand up my fur skirt.

"You're so wet, feeding my daughter better not have made you like that."

"No." I hissed as she bit down and my nipple shot out warm milk "It's from you."

"Very good."

"Oh Mistress Bisca…This feeling…please there so much pressure in the other one!"

"Nope I'm sticking to the right."

I was in such a state of bliss form her fingers and tongue that I couldn't even move my hand up to relive the buildup in my left breast. I felt Bisca's fingers running all around my womanhood.

"This felling...it's AHHH!" I orgasmed and milk shot from my nipples.

"Welcome Ultear." Bisca said "You have officially been accepted into our tribe. Who is you ruler?"

"Thank you…Hail…Chief Lucy…" I said drifting off.

* * *

**Meredy's POV**

I followed Juvia as she walked me around the village.

"Juvia has no idea why Lucy-Sama wants a second assistant." The girl grumbled "Juvia is much prettier than you."

"What does being an assistant have to do with looking good?" I asked reluctantly.

Juvia ran her hand through my long hair "Oh Sweet Meredy. Being an aid is more than just talking to our queen."

"I don't…"

"You are a glorified slave darling." She said letting me into a tent "If Lucy-Sama says jump you ask how high, you are to be at her side every moment and do what she asks without question."

The tent she let me in was full of smoke and only had a bed and a few pots.

_I feel really warm all the sudden._

"What is this place?" I asked.

"This is Juvia's home." She said taking her clothes off "Juvia will now test if you are good enough for some of the tasks Lucy-Sama may give you. Strip."

When I didn't comply Juvia came over and ripped my top off exposing my breasts to the smoky air.

"Eep!"

"Get used to it. Lucy-Sama will ask you to show very little when you're near her."

_Now that I think about it Juvia's top wasn't much more than a few strings and beads._

She pulled my pants off.

"Lucy-Sama will like you." She said rubbing my legs.

_I feel like I'm on fire!_

Juvia suddenly put her face between my legs and started licking me.

"AH!" I gasped as she did it.

"It appears the incense worked wonderfully you are soaking wet."

Juvia dragged me to the bed and kept rubbing her leg against my thigh.

"We may both be Lucy-Sama's pets but Juvia is your superior understand."

"Ha…ha…ha." I panted as she kissed my neck.

"Juvia will teach her underling all the things she needs to please her new Chief." She grabbed my breasts "you must learn to please Lucy-Sama's chest."

She licked my breasts and I could barely move.

_It must be that incense…but it feels so good._

"Juvia…Juvia-Sama. Teach me" I whispered as she licked me.

"First- Only our lady gets called –Sama." She said flicking her tongue over my lower region.

"Yes Ma'am"

"Learn to please Lucy-Sama however she asks. You'll gradually learn from experience." She said licking harder.

"YES!" I moaned "Just like you're showing me."

"And finally, always climax before Lucy-Sama"

"JUVIA!"

The woman stood up from between my legs "Now tell me what is your job Meredy?"

"To please our Chief…Lucy-Sama."

* * *

**Levy's POV**

This little girl skipped all the way back to her lab.

"Finally an assistant, I've waited so long."

I looked around her lab was full of books of all shapes and sizes.

"I'll finally have a good test subject." She snickered.

"What?!" I gasped "Test subject?"

"I can't test my concoctions on myself that would be stupid." Wendy laughed digging around in a cabinet "Here they are, Formula-A and Salve-B. You only have to test the Salve."

"What is that stuff?" I asked.

"Thing the chief has asked me to whip up in order to help her various endeavors. I tested Formula-A a long time ago, it's my favorite. You'll be testing Salve B."

"What is I don't want to?" I said.

"You don't have much of a choice." Wendt said pulling the cork on a bottle of green liquid and downing it in a few gulps "OH~! That's the stuff."

Wendy groaned as her body grew and expanded from a little girl into a mature woman. Her clothes tore off and she stood naked before me.

"If you won't test this stuff voluntarily I can always force you." She said in a deeper more mature voice.

"What the…" I stared in shock.

She took off my vest and rubbed some goo over my chest "You're the perfect test subject for this."

I felt a tingling sensation, almost burning and looked down to see my breasts growing before my eyes.

"What the hell!"

"Oh goodie it worked." Wendy said "It made your breasts grow."

"How is this practical?!" I asked felling my chest bounce.

"The chief like girls with big boobs." Wendy said "Didn't you see that almost everyone in the village is stacked?"

"Real breasts." I said poking the mounds "They feel so odd."

"You're still on the small side." Wendy sighed "I guess I'll have to add more balsam…I'll do it later."

She walked up to me and flicked my breasts.

"Ow!"

"I bored. Please me." She said.

"Huh?"

"Please me; I want you to lick me."

The blue haired woman pulled me over to the bed and laid on top of me. For the first time I felt my breast pressing against someone else's. Wendy turned around and but her butt in my face.

I felt her tongue run over my hole as she started licking "You do me to."

I looked at the glistening folds mere inches from my face.

_She smells so sweet._

I moved my head forward and kissed her folds.

"Oh that's nice." She cooed.

I began licking her pussy and she did the same to mine.

_It feels so good._

"Oh Levy you're going to make a great assistant." She said flicking my clit with her tongue.

"Oh Miss Wendy it feels so good."

"Most of my experiment will do that to you."

_She can keep doing this to me…I can keep getting this feeling._

"Oh Wendy…I fell…OHH!"

I felt a wave of pleasure rock my body and Wendy moaned out as well.

"Now Levy…what are you?"

"An assistant to Shaman Wendy, my goal is to help her make things to increase Chief Lucy's pleasure."

* * *

**Mira's POV**

I was in a field sparring with Erza. Back in our home I'm the strongest warrior, I can't believe I got beat by this skank. I looked at Erza; she was bouncing all over the place with every strike.

_If only we had some kind of support device to hold these down._

She tackled me to the ground "You call yourself a strong warrior yet you lose focus in battle."

I rolled her over so I was on top "Who lost focus now huh?!"

The two of us grappled on the ground, clawing and tearing at each other.

"Take this bitch!" Erza yelled ripping my top off.

"You whore!" I yelled ripping hers off.

The two of us continued our test of strength. Our bodies smashing into each other's. Not only were our hands battling for dominance so were our chests.

"That's enough." Erza said getting off me "We are clearly evenly matched at this juncture. Let us call it a draw."

"Fine." I said catching my breath.

I looked down and realized I was covered in dirt and mud, and there were leaves in my hair.

"I'm going to the river to clean up, join me." Erza said.

I followed the red head to the river and she stripped down and waded into the water. I followed her and started cleaning off my body. Erza washed her hair out and stood up.

She looked outstanding standing naked like that.

"It's not polite to stare." She said.

I stood up and she looked me over.

"It's not polite to stare" I joked.

Erza walked up to me "Care to spare again?"

"Sure" I said moving closer bumping my large chest into hers.

_I see where this is going._

Erza tackled my and we wrestled in the water, our bodies grinding up against each other, breasts mashing together and legs tangling in battle. It didn't take long for our wrestling match to turn into a make out session.

"Erza…" I whispered as we kissed.

"Mira…" she kissed back "I bet I'm a better lover than you are."

"Care to prove it?" I said grabbing her breasts.

"Gladly." She said sticking her finger in my.

"Oh~"

I moved my hands down and inserted fingers into her.

"Ah!" She gasped.

The two of us battled in the lake, grabbing breasts, kissing and fingering each other.

"Erza…I'm gonna…"

"Me too…I'll last…longer." She groaned.

"ERZA!" "MIRA!"

We both came at the same time.

"So who do you fight for?" Erza asked.

"Lucy…" I said.

* * *

**Lucy's POV- Weeks Later.**

I sat on my throne looking around my room. Angel was seated at my feet lying against my leg. Juvia and Meredy were at my sides ready to do whatever I asked. Ultear was in the nursery feeding the children of the village. I had Wendy and Levy working on a potion that could turn men into females. Erza, Mira and Bisca were in the field looking for more potential members.

_This last batch worked out well, I wonder what the girls will bring me this time?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want in the future.**

**Next Chapter Hint- Wooden Snake.**

**Happy Thanksgiving.**

**See you on either Sunday or Monday.**

 


	29. Missing Links- Kinana & Laki

_Italics indicate thinking_

* * *

**Lucy's POV**

"Harder Lucy!" Lisanna moaned "Please I need to be punished!"

***Smack*** I slapped Lisanna ass as we fucked.

"Oh~ Thank you Lucy!"

We were waiting for the supplies to build the addition to show up so Lisanna and I were on the floor of the bathroom instead of a bedroom.

"You're so big!" she moaned "Fuck me!"

I grabbed Lisanna's hips and pulled her back harder.

"Ahh~" she hissed when I slapped her again.

_She's the only one who likes this…_

"Oh Lisanna it's so good."

"Harder Lucy!"

"Ugh!" I groaned as her walls squeezed my dick.

"OH LUCY!" Lisanna moaned.

"Shit!" I grunted as I started filling the short haired girl up with cum.

"Ha…ha…ha…" Lisanna laid on the floor catching her breath "Wow…"

"Yeah…you're great Lisanna." I said panting as well.

"We…should go back outside and help."

"I guess…."

* * *

The building of the addition was going well. It helps that we could save on cost by having Erza and Natsu build it.

"Lucy we have a problem." Erza said.

"What?" I asked looking up from playing with Asuka.

"We're out of wood…like real wood not your wood."

"I figured that. I thought you had counted this out Erza."

"I must have forgotten to carry a digit."

"I still have to punish you for your outburst a few weeks ago…I plan on making it very severe now."

Erza looked down "Yes Ma'am. I was thinking…"

"That's what that smell is…I'm kidding."

"What about Laki." Erza said "She can just make us more wood with her magic."

"I don't know that's a lot to ask."

"Lucy." Erza said "she and Kinana are the only girls in the guild who aren't part of our little group; maybe you should bring them in and complete the set…"

"It would be a lot easier." I said "Normally I don't like to do this but…tell the two of them to come here tonight. I'll bring them into the fold tonight."

"I'll get right on it." Erza said walking off.

"You're going to be punished tomorrow." I said "I already have a fun little punishment game planned."

Erza shivered before running off.

* * *

**That Evening**

I was sitting on the couch reading when there was a knock at the door.

"It's time." I mumbled to myself.

I got up and saw the two purple haired girls standing there.

"Hello." Kinana smiled.

"Salutations." Laki added.

"Come in." I said.

I took the chance to look the two of them over. The seven years had been good to them. Kinana had gone from a pudgy little twerp to a total knockout that could model for Sorcerer Weekly. Laki's hair had grown out and she had continued to mature. Their new outfits showed of their bodies excellently.

"Is there a reason you needed us?" Kinana asked.

"We never get to hang out I just wanted to see my friends."

"Okay…"

_Should I just strip down and take the direct approach?_

"I was gone for seven years I want to hang out with you two. You've changed a lot." I shrugged.

"I guess…" Kinana said confused.

"You both got so much more attractive. I bet all the boys were after you while we were gone."

"You don't need to say things like that."

"I'm serious. You used to be a tiny little thing but now you're a busty bombshell." I told the snake girl "And those glasses look great on you."

Laki adjusted her frames "Thank you."

Kinana covered her chest "Thanks…"

_We're getting nowhere and my dick is killing me. Bisca put Asuka to bed a long time ago…I'm just gonna go all out._

"Alright look." I said standing up and throwing my skirt across the room "I'm a futanari and I want to fuck you."

"HUH?!"

"You're the only girls in the guild I haven't had sex with I'm trying to finish everything off."

"It's a flesh stick." Laki said.

"I never…"

I was at full mast and the two just stared at my dick.

"Normally I'm a lot more shy about it, but looking at you two has got my blood pumping so…can I fuck you? Will you join my harem?"

"No." Laki said "I'm not you toy. I'm not having sex with you so you can pass some kind of milestone."

"I think Laki's right." Kinana added.

"I care about every girl I have sex with. How do you think Angel ended up here? This isn't about some achievements; I do care about the two of you." I said rubbing Kinana's shoulder.

"Lucy…" the girl said.

"Please." I said moving my lips closer "I really want this."

"What are you doing?!" Laki yelled.

I moved my lips and slowly began kissing Kinana. She slowly started kissing back.

"Lucy…That felt…good." She said as we broke the kiss.

"I can't believe you gave in like that." Laki said.

I moved the straps of Kinana's drees around and freed her large breasts.

I flicked my tongue over the nipple "There hard."

"Oh Lucy…."

"Don't touch her fun bags like that." Laki said "Those are for me!"

"Oh!" I said surprised "I didn't realize you two were that close. Kinana who would you prefer right now? Me, Laki, or both?"

"…you." The woman said as I bit her nipple "HA!"

"Kinana!"

"Seems like she's firmly in my camp." I smirked "Now sit quietly while I fuck my latest addition."

"No…"

"Shut up!" I yelled "Don't make me call someone to make you be quite…on second thought. **VIRGO!** "

"Yes Mistress."

"Tie that one up." I said "I want her to watch as Kinana and I do it."

"Of course" Virgo said grabbing Laki and following me to my bedroom.

Virgo tied her down to a chair and put a ball gag in her mouth.

"I'm sorry Laki." Kinana said as I fondled her boobs and rubbed my fingers on her inner thigh "Lucy's just…so good. AH!"

"Mhmp!"

"Shush Laki." I said "Your turn will come soon enough."

Kinana laid down in front of me and started playing with my dick "It's so hard."

"Use those big tits of yours to take care of it." I said.

"Of course." She said wrapping her pillows around my dick.

She lubed up her cleavage and started shaking her chest around. I could her Laki whining in the background.

_She's going to be a pain…hopefully when she sees how much Kinana likes it she'll jump in._

***Slurp*** Kinana flicked her tongue over my hard head "Lucy…you taste good."

"Keep moving those tits of your are driving my cock wild." I said running my hand through her short hair "You're so sexy."

I could hear Laki struggling on the other side of the room.

"Do you want to join in? Or are you fighting back?" I asked.

"MHMP!"

"Oh right there…" I moaned.

"Cum for me Lucy." Kinana said "I want you."

"Mmmmm…Almost just a little more."

Kinana picked up her pace and squeezed her breasts harder around my cock.

"Ah…ah…KINANA!" I started spewing cum into the girl mouth.

"AHH!" She moaned as cum landed all over her face and breasts "It feels… OH YES!"

Kinana's eyes became slit like and her tongue forked

***HISS***

"Kinana?!"

Two large fangs formed in her mouth

"All my power is back! My memories too." She was able to retract the fangs and turn her eyes back "Thank you Lucy. I feel complete again" She said kissing my neck "Let me take care of Laki."

Kinana walked over and moved Laki's dress to the side and tore her pantie off. Laki screamed through her gag. Kinana grabbed the gag and threw it to the side

"Kinana?!" Laki yelled as the girl licked her snatch and untied her form the chair.

"Don't worry love. I've got just enough venom left for you and no one else." Kinana said into her ear "This will only hurt for a second. Then Lucy will make you feel all better."

***BITE***

"AHHH!"

Kinana sank her fangs into Laki's neck and I watch as Laki changed in the same way Kinana did, Fangs and slit eyes.

_Snake Vampires?!_

"I could only give that gift to one person." Kinana said "And I chose you. That venom will make you a snake woman like me."

Laki convulsed on the floor and two leather wings emerged from her back and her legs fused into a snake tail. Kinana was now sporting a tail to. Their tails matched their hair color. They were bottom half snake and top half woman.

_It's the opposite of what happened to Aquarius._

"Ha…ha…ha…"

"How do you feel?" Kinana asked.

"I feel incredible." Laki said making her new wings and tail disappear "Lucy will you accept my apology? Without you I would have felt this new experience. Please let me join you as well."

"Of course." I said waving her over "Just don't go changing others into Snake people. And keep the tails away when we're fucking."

"It only works once in a lifetime and only for purebloods like me" Kinana explained "Laki and I will be your only snake girls."

Laki took her glasses off and hissed at me.

_That's kinda hot._

"Now fuck your new pets."

"My pleasure." I said as the two lay on top of each other mashing their breasts together "Who first? Laki you still need to learn your place."

I teased Kinana's entrance "Oh Lucy~"

I slowly slid inside Kinana and she moaned more.

"So good." I said slowly moving my hips.

"Ha Lucy it feels so amazing!"

I kept slamming into Kinana as she and Laki kissed.

"OH yes harder!"

"Hurry up I want a turn" Laki whined.

"You'll get your chance…I'm getting close Kinana."

"Me to Lucy~ please fill me with cum!"

"HAA!" I pumped the girl full of semen.

"LUCY!"

I took a few minutes to relax before Laki climbed on top and me and inserted my dick into her warm pussy.

"Ah! So big…Mmmmm Fuck." She moaned.

Laki started bouncing up and down when Kinana sat on my face.

"You taste great." I mumbled as I licked the girl.

"Your tongue is just as good as your cock!"

I kept licking and I could hear Laki's hips slamming into mine and my dick stirred her insides.

"Oh…Oh Lucy I'm gonna…AHH!" Kinana came all over my face before falling to the side and closing her eyes.

"She passed out?" Laki said moving her hips even faster.

The wood mage laid forward and our breasts smashed together.

"Fuck me Lucy. Pound my pussy!"

"Fuck Laki…You're so tight."

"Ngnh… I'm so close Lucy!"

"I'm gonna cum Laki."

"AHHH! LUCY!" Laki came and her new wings reappeared and spread wide

"LAKI!"

I filled the girl with hot cum before she laid down next to me.

"These wings feel so weird. Just what is Kinana?" Laki asked

"I don't know…A Naga..? We can figure it out in the morning I'm tired."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

* * *

**Next Chapter Hint- We gotta train harder!**

**Till next time.**

 


	30. Training Day- Multiple

_Italics indicate thinking_

* * *

**Lucy's POV**

I woke up the next morning and Laki and Kinana were still asleep. They look totally human right now but I couldn't get the image of their half snake bodies out of my head.

_It was such an aggressive change…_

"Morning." Kinana mumbled sitting up.

"Hey." I said giving her a kiss "About last night."

"You mean this." She said turning into a half snake and slithering off the bed "Yeah it's weird."

"So you got your memories back?"

"Yes…" she said "I know what I've done…but I won't let it change me."

"Hmmm." Laki woke up and stretched "And the sun rises again."

Laki put her glasses on and slithered out of bed.

"You got used that really quick." I said.

"It feels so natural." She said moving towards Kinana "I have to thank you."

The two of them got close and their breast mushed together. They started kissing and their tails twisted around each other's.

"Laki…"

I watched the two snake girls kiss and I jacked off to their work on each other. The two grabbed and groped at each other's breast before looking at me and letting out a low hiss.

"Lucy~"

The two slithered over and ran their forked tongues over my cock.

"Ah!" This time I was the one letting out the hiss.

The two alternated licking my shaft until Laki took me into her mouth and Kinana started sucking on my balls.

"Oh yeah…"

The two kept licking and sucking while twisting their tails around each other.

"It's so big Lucy." Laki said.

"Your balls are you large to."

"I'm…I'm gonna."

"Feed us Lucy!" They said.

"HAAAA!" I shot cum into their waiting mouths.

They eagerly swallowed what had landed in their mouths.

"Turn back and get dressed." I told them "We have to tell the others about this."

* * *

**A Few Days Later**

The guild had decided to enter the Grand Magic Games, a series of contest to determine the best guild in Fiore. We had split up into various groups to go and train for the event. My group consisted of Myself, Erza, Natsu, Gray, Juvia, Wendy, Levy, Angel, and Michelle…Oh Happy and Carla to. Jet and Droy had also come but they just sat around.

We decided that since we had three months to train we'd take the first day as a beach day. The girls all had bikinis on except for Wendy, who kept whining about wanting to be in her adult form.

"Sorry Wendy." I said trying my top "There's too many people around right now, maybe later."

"I went and brought a suit and everything…"

"Lucy-Sama…does Juvia have to wear this?" the girl asked from behind a curtain.

"I got that just for you. I think you'll look outstanding in it. Now come out let's see."

Juvia stepped out from behind the curtain in a revealing white two piece. Her breasts were about to pop out of the cups and her ass was swallowing the bottoms.

"Perfect." I smiled.

"You look fine Juvia darling." Sorano said stepping out in a light blue bikini with a feather pattern.

"I think you could afford to cover up more. Lucy how come Juvia get to be played with like that?" Michelle complained in her pink strapless bikini.

"Quit whining." Erza said wearing black. Erza fresh off her punishment and was still thoroughly embarrassed.

"Yeah." Levy said bouncing out in a striped outfit "You always try to keep Lucy all to yourself."

"All right." I said "That's enough. Let's go have fun!"

We went out to the beach and did the usual beach things, swan, built sandcastle. Eventually though we did have to do some work. I was meditating trying to increase my magic when I decided it was time for a break. I was walking around the beach when I Juvia just sitting there.

"How come your not training?" I asked.

"Juvia is on a break." The girl explained.

I looked at Juvia. She looked good in that Bikini, it was bursting at the seems, but her pale skin clashed with it so much.

"Lay down." I told her.

"Huh?"

"I want you to work on your tan." I said.

"Okay." Juvia said lying on her back.

I took out some tanning oil and started rubbing it on Juvia. I started with her legs and coated them in the oil. I slowly ran my hands over Juvia's smooth stomach.

I intentionally moved my hands lower and skimmed over her crotch.

"Lucy-Sama!"

"Quiet" I said "There are people around."

I moved my hands up and started coating her breasts in the oil. They were so soft and perky. Juvia moaned when I rubbed over her nipples.

"Ahh…"

"Okay I'll be back in an hour to do you back." I smirked walking off.

* * *

I went farther down the beach and found Erza sitting on a rock outcropping. I snuck up behind had and pulled her top off. I heard her breast smack around from the violent pull.

"Ah!"

"Got ya." I laughed.

"Jeez Lucy." She said taking her top back and covering her breasts "What if someone had seen."

"Oh you mean like the other day?" I smirked.

Erza blushed and took her top back.

"I can't believe you made me do all those things."

"That was you punishment." I said kissing her neck "Don' put your top back on just yet."

Erza smiled and we started kissing.

"We can't take too long I have to get back to Juvia in about a half hour." I explained.

"Plenty of time." Erza said looking around before pulling my bottoms down and wrapping her breasts around my penis.

"Oh Erza. They're so soft." Erza started moving her breasts up and down making me moan.

"You're so hard Lucy." Erza said licking the head "So good."

Erza kept moving her tits up and down until I got close.

"Erza I'm getting so close."

"Cum all over me Lucy!" Erza said "Cover me in you hot seed."

"ERZA!" I shot hot semen all over Erza's face and she cleaned it all off.

"So good Lucy. So tasty."

"I'd love to stay for more but there are others who need help 'Training'." I told her.

"There's a hot spring here, maybe we can all go tonight?" Erza suggested.

"That sounds like fun." I said.

* * *

I went back up the beach and found Juvia still lying out in sun.

"Okay time to flip." I said.

Juvia turned over and I untied the strings on her bikini. I got more oil and slowly rubbed it over the sided of her breasts.

"Lucy-Sama…"

I continued to cover various parts of Juvia in tanning oil. I had climbed up on top of her and was dry humping her.

"Don't get up." I said "You'd flash everybody."

"Juvia is…so embarrassed. Being violated in front of everyone like this…"

I rubbed the oil on her back while also rubbing my crotch over her ass.

"Oh…"

I slyly slid Juvia's bottoms to the side and entered her.

"Lucy-Sama there are people around…AH!"

I slowly slid in and out of Juvia.

"That's why you have to be quiet."

We were in a pretty secluded part of the beach so I was willing to take the risk that just made it more fun.

"Lucy-Sama is so big." Juvia moaned "Juvia love your penis."

"I said be quite pet."

"Juvia is sorry."

Juvia lay on her towel as I took her from behind.

"OH LUCY-SAMA!" Juvia loudly moaned.

I shoved her face down into the sand to muffle her screams.

"MMMMM! FUCK!" I groaned as I filled Juvia up with cum.

"Lucy-Sama." Juvia moaned "It's so warm."

"You just lay here tanning got it." I said kissing her neck "I have to help some others train."

* * *

The next girl I came across was Levy. She was out in the water swimming around.

_Sex in the water…?_

I swam out to meet Levy who was just treading water.

"Hey Lucy.

"That bikini looks great on you." I said "You really fill it out."

"Thanks." Levy said "You to."

I just giggled at her compliment. Levy slowly swam closer and straddled my hips.

"So…wanna practice?" she smirked.

I felt Levy move her suit down and mine as well. I pushed into Levy and she started gyrating her hips under the water.

"Oh Levy!"

"It's so cold and so warm." She moaned.

"So tight." I groaned "You're so good Levy."

"Harder" Levy whispered.

I kept moving into Levy. The water made a lot of resistance.

"Fuck Levy." I groaned.

"Oh Lucy I'm…AH!"

I felt Levy tighten up as she orgasmed.

"HA!" I filled Levy up with cum.

You could see some of the fluid floating in the salty water near us.

"Oh wow…" Levy panted getting off me and fixing her bathing suit.

"That was incredible." I said getting out of the water "We're going to the spa tonight, do you wanna come."

"Sure." Levy smiled.

* * *

I kept going on my trip down the beach. This time I came across Wendy reading some papers.

"How's it going? You learn those spells yet?" I asked.

"Oh hi Lucy. I'm still working. This is so hard."

"How about you take a break." I smiled "Relax a little."

Wendy gave me a look.

"Grow up." I said "We haven't spent time together in a while. Maybe you can show me the outfit you brought."

Wendy took her top off and started transforming into an adult. The skirt of her bathing suit hiked up and barely covered her now round ass.

"Guess I should have taken these off to." She said stepping out of the bottoms "They really dug into me."

Wendy went over and dug around in her bag pulling out a bikini. She changed into the blue and green swimsuit and posed in front of me.

"How do I look?"

"Fantastic." I said "Now get out of it."

"Huh?"

"Up against that bolder." I said moving her and pulling the bottoms down "You're so sexy Wendy."

"OH!" Wendy gasped as I entered her.

Wendy was still so tight. I kept pulling her hips back and fucking her against the stone.

"Harder! Harder Lucy! Fuck me!"

"Keep it down." I told her feeling my balls slap against her thighs.

"Sorry it's just so good." She said "I love sex. I love your cock!"

"You're such a nympho Wendy." I said.

"Whatever that means I'll take it as…a compliment…Ah I'm..."

"It means your practically addicted to sex."

"It's so good! Lucy I'm…OH!"

"Me to." I told her "Have you been taking the things Erza gave you."

"Yes! That's what will let you fill me with cum right…just a little more!"

"Yep I'm gonna pump you full of it." I told her licking my lips "Wendy I'm about to…"

"LUCY!"

"UGH! I'M CUMMING!" I shot cum inside Wendy's warm pussy and she slumped forward, letting it pour out of her.

"So good…" she said in bliss.

"It's getting late." I said "We're going to the spa come on."

"Right behind you."

* * *

I was relaxing in the spa with Juvia, Erza, Wendy, Levy, Sora, and Michelle.

"This is nice." I mumbled "It would be nicer if you guys would spread out!"

The six of them were all huddled around me.

"Sorry." They all said moving away.

I heard the door to the spa open.

"Erza I thought you locked it after you scared the boys away before." I said covering myself.

"I did."

The boys had almost caught adult Wendy and me on our way into the bath. Luckily Erza scared them off.

There were footsteps approaching and a towel clad Natasha rounded the corner.

"Hey there." She said dropping her towel.

"Oh it's just you." I let out a breath "Did you lock the door."

"You bet."

The pink haired girl stepped into the water with us and relaxed. We talked for a little bit, you know random girl talk, make up and clothes.

"Alright I'm starting to shrivel up time to get out." Angel said stepping out of the water, her body glistened as the moonlight hit her skin.

Most of us got out and dried ourselves off, slipped on a Yukata and headed back to the girls bedroom. All the girls looked really nice in there Yukatas. Wendy was complaining because she wasn't allowed in her adult form when we walked around the hotel.

"Why not."

"The boys and Carla are around, what if they see you." I told her.

"Well Natsu gets to be Natasha." Wendy mumbled.

"That's because he looks like a different person. You look too much like Wendy."

"Neh!" Wendy said sticking her tongue out at me.

"Just let it go Wendy." Erza said "You can change back when we get to the room."

We were all walking around in these Yukatas. They were comfortable but I was bouncing around everywhere. So were the others. Watching their breasts jiggle turned me on so much.

"Hey have you guys seen Natsu around?" Gray asked.

"Nope."

"Fine." He said walking passed us before stopping "Natasha?"

"Gray?!" the girl gasped.

"What are you doing here?"

"Just…on vacation…I happened to come across Lucy in the bath."

_Is she blushing?_

"Oh that's right you two used to be neighbors." Gray said "I'm going to look for Flame Brain. I'll talk to you later."

As soon as Gray was out of ear shot we booked it back to the room. Wendy wasted no time growing up and almost bursting out of her Yukata.

"That's better." She stretched making her breasts almost pop out "Now Natasha…

"Okay what was that?!" I said

"What was what?" the pink haired girl answered nervously.

"That interaction with Gray." Levy said "He clearly knew you."

"I might have talked to him a few times…" she said playing with her fingers.

"That's too dangerous." Angel said "What if he finds out."

"He won't okay!" Natasha yelled "Gray hasn't talked to Natasha in seven years! What happened that night was a mistake!"

"What happened…?" I questioned.

"Umm…Well…Uhh…"

"Speak now." Erza said.

"We might have gone out on a date. But he doesn't know I'm also Natsu!"

"Oh dear." Michelle said.

"You're on a dangerous path." I said "If Gray finds out…Just tell me what happened."

"We might have…done it…"

"OH COME ON!" we all yelled "YOU AND GRAY!"

"I was a little drunk…and he saved me from a creep…It was just a weird night…he never even called me back when we got home."

"This is bad Lucy! Really bad!" Levy yelled.

"Gray-Sama is so bold." Juvia mumbled "A one night stand."

"Everybody relax." I said "You're a big girl. You handle it. If you wanna fuck Gray fine. But you're responsible for managing your two lives."

"Yes." She said lowering her head.

"Why don't you two go reconnect." I said.

"What?!"

"You need to be punished for not telling me about this. So go 'reconnect' with Gray."

"I don't know…"

"Why you do that we'll get all set up to watch the two of you." I smiled.

"Lucy…this is…"

"Are you disobeying her?" Erza asked.

"No…" Natasha said walking off.

"Tonight will be fun." I smirked.

* * *

We were looking through a hole trying to spy on Natasha and Gray. We all knew what was coming so we had gotten undressed in anticipation.

"Move I can't see." Angel mumbled.

"Virgo made each a hole you can see fine." I grumbled "Now shut up here they come."

The door opened and Natasha and Gray came in already engaged in a powerful Lip lock.

"So aggressive." Michelle said.

"I can't tell who wants it more." I mumbled.

Gray wasted no time getting Natasha out of her Yukata and sucking on her breasts.

"Oh Gray!" she moaned

I looked around and saw that most of the girls were already teasing themselves. We watched as Natasha kissed Gray's neck as he took her panties off.

"You're still so sexy." Gray told her.

"Mmmmm." I moaned as I looked down and saw Levy sucking me.

I looked around and saw Angel being eaten out by Michelle, and Erza and Wendy engaged in a kiss while Juvia played with herself.

"That's it Levy."

"So thick." Levy said sucking my cock.

I looked back through the hole in the wall and saw that Gray was already thrusting into Natasha. Their sex was animalistic. Gray was attacking her pussy with his cock and Natasha's breast where bouncing around.

"Fuck me Gray fill me with cum…AHH!"

"HAA!" I saw cum start dribbling out of Natasha pussy.

_So hot…Watching her get fucked…_

Levy started sucking harder and I felt my climax coming.

"OHH~!" I started shooting cum down Levy's throat.

After that the room fell into a huge orgy. I still don't really know most of what happed, just that I was inside someone and someone else was licking my pussy while I sucked a pair of large breasts. The only sounds that could be heard were moans and gasps as people orgasmed constantly.

_These three months are gonna be great._

* * *

The next morning when I woke up every girl in the room was naked. I looked through a hole in the wall and saw Natasha snuggled up with Gray.

She looks adorable.

I heard a groan on the other side of the room and people started to wake up. The girls and I went and got cleaned up and hit the beach. Before we could actually get started with any training Virgo showed up and told us that something was wrong in the Spirit World. She took us there and it turned out the only thing wrong was that they wanted to throw a party to celebrate our return after seven years.

We hung out but the entire time we were there Aquarius was acting a little…fishy.

"Princess come with us." Virgo said.

"We want to show you our room." Aries said.

I knew what the two really wanted and I let the drag me off.

The two wasted no time stripping down and locking the door. Their room was small, one large bed and two closets.

Virgo stood before me in her pink undergarments and Aries was naked.

"Ready Princess?"

"Yeah." I said getting on the bed.

The two began kissing me and I got out of my pants.

"Ah Princess!" Virgo moaned getting on my dick.

Aries was sucking on my breasts as Virgo hopped up and down.

"So big!"

"Still so tight." I groaned reaching back and fingering Aries.

"Lucy~"

Aries flicked her tongue over my nipple as Virgo moaned.

"Ahh! So good!"

"VIRGO!" I came inside the spirit and Aries wasted no time changing places with her.

"Oh Lucy!"

"Aries after this I want you to go hang around with Sora."

"Of course!" she said "I'd love to please my former master."

"Aries you're so soft." Virgo said rubbing the ram's breasts.

"I'm so close…I'm gonna cum Lucy!"

"Oh Aries! Me too!" I said.

"Will you keep it down?" Aquarius spat walking in "You three are so fricken loud."

"Aquarius?!" Virgo said "You shouldn't be here. The Princess is busy."

"What?" I said as Aries kept moving around.

"Listen up you brat." Aquarius spat "We have a real problem."

"What?" I groaned as I felt Aries tighten up.

"OHH~!"

"I'm pregnant…"

"WHAT?! AHH! FUCK!" I came inside Aries as Aquarius said that.

_This can't be happening…_

* * *

I sat down with the mermaid to get an explanation.

"How long have you know?" I asked.

"A few days in my time. A couple weeks for you. It must have happened that other night."

"I thought you said it couldn't"

"I said it was super rare. Don't you listen brat?!" Aquarius spat.

"Who else knows?"

"The ram and the maid." She said

"Well how do you want to handle it?" I asked.

"It's yours you better take some damn responsibility." She said "I'll be coming back to the human world with you. Having the kid inside me should make it so I don't get my power drained."

"I can't believe I got my spirit pregnant." I mumbled. I leaned my head against Aquarius "I'll take care of you and the baby…I love you Aquarius…"

"Love you to br…Lucy…"

"Why do you have to come to the human world?"

"Cause time passes faster there. I can get this thing out of me sooner that way."

_She's already pretty bitchy. A pregnant Aquarius…I'm already terrified._

"What do you mean time passes faster in my world?"

"One day here is like three months there."

"What…" I said stunned "We have to go now!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Originally the spirit world stuff was going to be its own chapter. But as I started writing it felt too similar to chapter 7 so I just put a little part of it in at the end**

**Next Chapter Hint- It was the number one vote- I've got a feeling!**

**Till Next Time.**

 


	31. Mood Swing- Meredy and Ultear

_Italics indicate thinking_

**_Double Update today (Chapter 27 and SS-5) because i felt like it!_ **

* * *

**Lucy's POV**

"Three months wasted…" Erza mumbled.

"Please punish me more Princess."

"GO HOME VIRGO!"  
Aquarius was back in the spirit world packing her things and was going to becoming to Earthland tomorrow. The rest of us wallowed in our embarrassing waste of time. We received a letter from a bird that told us to go meet someone. We went to where we were supposed to and were surprised who we found there, Jellal, a pink haired girl and Ultear.

Ultear looked good. She had aged well; she still looked young and vibrant. The girl with her was also stunning; she was giving me some weird looks though.

They explained that they wanted us to look into something while we were at the GMG. Ultear offered to fix our training problem if we helped. Erza told them that we'd do it. We sat around and talked as Ultear put everyone through the ringer with some spell.

"Lucy will you come with me." She said.

"Sure." I said following her deep into the forest. We came to a small opening where that pink haired girl was.

"Lucy this is Meredy. Meredy this is Lucy Heartfilia."

"Hello." The girl smiled and waved.

"How did that stuff work out for you?" I asked.

"Didn't work like I planned." She sighed "But it did do something…"

"What?" I asked.

"Show her Merry."

The pink haired girl pulled her pants off and I was stunned. She had a penis, not as big as mine but fairly large.

"Another Futanari…"

"She wasn't always like that." Ultear said "It all happened seven years ago just after you disappeared…."

* * *

**7 Years Ago- Ultear's POV**

Meredy and I were in the lab I was using to experiment with Lucy's semen.

"So what do you need this stuff for?"

"I'm going to try and use it to resurrect my mother…but so far nothing's working."

"What exactly is it, how's it supposed to revive Ur?" she asked.

"I gave you the talk remember." I said "This stuff is semen; it comes from a Futanari girl."

"A what?"

"A girl who also has male parts." I explained "Some of the purer ones have almost pure magic in their semen. It's been known to affect human bodies is strange ways."

"Like how?"

"Growing breasts, changing gender, age progression. Basically anything someone has a fetish for." I said shrugging "It's powerful stuff one drop can cause a mutation, so don't touch it understand. I doesn't work on everybody; I'm an example of that. Part of me thinks we should test it and see if it affects you and get it out of the way."

"No way, what if it gives me something weird!"

"I won't, just be careful with these vials."

"Got it!" Meredy smiled.

We went about the day and I did my experiments. I was working on something when I heard a yelp.

"Umm…Ul…"

I looked over and Meredy had semen all over her hand.

_Days without an accident…0_

"Alright stay calm." I said "Take a seat and relax, if nothing happens in an hour we're good."

"What if I grow extra arms or something?"

"Just relax and wait." I said.

"Fifty five minutes." I said "just a few more and you'll be home free."

Merry looked hopeful before a look crossed her face "Oh no."

"What?" I asked.

"I feel…kinda funny…"

"You might be changing. Let's see what happens."

We waited a few more seconds when Meredy suddenly gasped.

"I feel it!"

Meredy groaned as her hair grew out. Her arms and legs got longer as she grew taller.

"Oh! It fells so strange!" she said.

_She growing up…that's pretty minor. I thought she might grow a tail or something, like that could happen._

Next two large supple breasts formed on her chest and tore through her shirt. Her nipples were hard and at attention.

"Boobs?! AH!" she yelped as her ass grew and tore her stockings to threads.

_She looks so good…Pretty nice ass._

Meredy was taller and had a more adult appearance. Her breasts were big but not large, much smaller than me.

"I think it's over." I told her.

"No…" she mumbled "I can still feel something…HAA!"

Meredy gasped and groaned as the flesh around her vagina morphed into two large testicles and a ball sack.

_No way…is she becoming…_

Next a large phallic shape formed above them.

"AHH! WHAT'S HAPPENING TO ME!?" Meredy moaned as her male parts kept forming "HAA!"

They finished forming and shot cum all over the floor.

When she finished I looked over her body. Meredy now had a large penis and balls. Her cock was smaller than Lucy, but her balls were much bigger. Lucy's balls are about the size of a golf ball, Merry was more like a kiwi.

"What…am I…" Meredy said.

"It turned you into a Futanari…" I said "This change is almost unheard of."

I scooped up some semen and tested it.

"It's not magical like Lucy's. Must be because you're not a natural born one."

"I look like some kind of freak!" she started crying.

"No sweetie." I said hugging her "You're even more beautiful…"

* * *

**Back to the present (We'll examine what happened after that some other time…)**

**Lucy's POV**

"So it changed her like that…whoa." I said.

"Yeah I've only ever heard of one case like that." Ultear said "But now Merry's one to."

"Please don't stare at it." The girl blushed "It's kinda embarrassing."

I walked up to the girl "Welcome to the group."

"Huh?"

"I've only ever met two other Futanari one was a nother verion of me and one is my daugther, it's nice to meet another one."

"Um…thanks." She shrugged.

"Well." Ultear said walking over "It's been a while Lucy."

"It has." I said "I disappeared for seven years and when I came back I was a Mom, now I've got another one on the way."

"Congratulations." Ultear said letting her cape fall off "You know helping your friends out has really stressed me out."

"Has it now?" I smirked "Well my offer still stands."

"What offer?" Meredy asked.

"The one where she takes back her place as my stress reliever."

"I was replaced?" I said in pretend shock.

"Someone had to teach the poor girl how to use the thing." Ultear said as she pulled my shirt off.

"Ul!" Merry yelled "That was our secret."

"Well now Lucy knows." She said pulling at my shorts "Now are you going to stand there or are you going to thank the woman who gave you that body?"

I turned around and dropped to my knees in front of Meredy "You're a little smaller than me…but I guess you'll do."

"HA!" she gasped as I took her into my mouth.

I felt Ultear on the ground licking at my pussy.

"So warm." Meredy cooed.

_She got a lot of girth…her balls keep slapping me in the chin to._

"Oh Lucy~" Meredy moaned "It feels so nice."

"You're not my first dick kid." I said "OH! Right there Ultear."

I put Meredy's balls in my mouth and licked them.

"AH! So good."

"They're all sweaty." I told her "You better be taking good care of these things."

"They get so heavy and full of cum!" she said "I have to masturbate almost every day."

I ran my tongue over her shaft "That's so hot. I get enough pussy that I don't have to do that anymore, I just get someone to do it for me."

"Ultear helps sometimes! Lucy I'm almost there!"

"Fucking your adopted daughter, naughty Ultear." I smirked taking Merry back in.

"She was just too irresistible." I heard the woman answer "Our relationship had to evolve."

"Lucy…I'm gonna…AHHH!" I felt Meredy's seed start filling my mouth.

I tried to swallow the delicious fluid but she just had so much I took a mouthful and still got a shot in the face with white goo.

"HAA!" as I was licking myself clean I came from Ultear's tongue.

Ultear got up and striped down and so did Meredy.

"Let me take care of you two." Ultear said grabbing our dicks and jacking us off.

As she moved her hands her breasts bounced around slightly making me even harder. The way her milky white skin looked made them even more attractive.

"Those tits look so good." I mumbled.

"Well let's try this." Ultear lifted her chest up and wrapped her breasts around our cocks.

As she gave us the tit job I could feel my dick rubbing against Meredy's.

"Ah Ultear it's so good." Meredy moaned.

"Yeah that nice." I hummed.

Ultear shook her chest around and like the inexperienced girl she was Meredy came first.

"ULTEAR!" the pink haired girl shot cum that covered Ultear's breasts and got on my cock.

_It's warm_

Her penis fell out from Ultear's cleavage and the woman kept working on me. Ultear licked her daughter's cum off my dick and her breasts before devouring my cock.

"Ultear…I'm gonna cum!"

"Not yet." Ultear said spitting me out "Meredy come here and finish her."

The pinkette walked over and took me into her mouth and bobbed her head expertly.

"Oh Merry that's so good."

The girl made slurping sounds as I climaxed.

"AHHH!" I jizzed in her mouth and Meredy coughed and I got most of the cum on her chest.

Meredy laid down and I teased her entrance.

"I've never gotten it like that." She said "I'm always the man."

"Well then get ready for the greatest moment of your life."

I slowly pushed into Meredy and she moaned

"Ohh so …UGH…big!"

I let her adjust before I went back at her. I watched her chest jiggle around as I slammed my cock into her. Her dick was flopping around and smacking into her stomach.

"Here." Ultear lay down and started sucking Meredy's dick while I fucked her.

"AHH!" Meredy said "Everything feels like pleasure!"

I kept thrusting into Meredy while Ultear sucked her off.

"You have such a nice little pussy Meredy."

"Thank you!" she moaned "Please fuck it!"

"Lick me!" Ultear commanded.

Meredy started lapping at the older woman's folds. Ultear kept rubbing Meredy's dick while she sucked in my breasts.

"Lucy…I'm AHH!" I felt Meredy tighten up as she orgasmed and spewed cum all over her torso.

"Fuck me too!" I filled the girl up with semen.

Next we had Ultear lay down and I climbed on top and Meredy laid underneath.

"Do it! Both of you fuck me!" she said.

In one motion we stretched Ultear out and Merry and I both entered her pussy.

"AHH! FUCK!" she yelled "Two at once! I feel like I'm gonna rip apart!"

I could feel Meredy's dick rub up against mine every time I thrusted.

"Ultear you're so tight." I moaned.

"Lucy your dick is so big." Meredy said "I can feel it pushing against me!"

"Ah…ah…ah." Ultear had a look of sheer bliss on her face as our two cocks plowed into her "So much cock!"

We kept slamming into Ultear and again Merry came first.

"HAAA!" I felt her warm semen start filling up Ultear and my cock got lubed up by it.

"MEREDY!" Ultear moaned as she climaxed

I started moving even faster and faster as Ultear orgasmed.

"I'M CUMMING!" I to filled Ultear up with sperm before sliding out of her.

The woman was passed out on the ground but Meredy as still willing to go.

"Show me what that cock can do." I said straddling her hips and letting her slid into me.

"Ohh Lucy~" she moaned "You're so tight…"

"Fuck you're big." I moaned.

I moved my hips and Meredy followed and matched my movements.

"So are you happy with this body?" I asked.

"Yes…look Ultear doesn't know this but I spilled that on myself just to see if something would happen, I never thought it would be this, I just wanted boobs or something. At first I thought I was a monster but…"

"We are not freaks." I told her "I used to think that to. But some people showed me that this only made me more interesting."

"I wish we could stay with you guys but we have to stay on the run." Meredy said grabbing my hips and thrusting faster.

"You're always welcome to stop by." I said leaning in and kissing her "And you are welcome to have fun with any of my girls."

"Even Juvia…" Meredy asked.

"She's one of my favorites but I guess if you want you can mess with her a little."

I kept bouncing up and down and I felt my ass slam into Merry's hips and my cock slap around.

"Ohh Merry I'm so close." I told her.

"Me to..."

"Hmmm…AHH!" I moaned as I climaxed and stared jizzing.

"LUCY!" I felt Meredy start filling me with cum at the same time.

When we stopped to catch our breath I saw that Merry was covered in cum from our various orgasms.

"Thank you Lucy." Meredy said kissing my neck "Without you I never would have gotten to experience so many things."

We talked for a little while longer as we got dressed. We discussed Futanari things.

"So how long did it take you to get used to tucking it in properly."

"Months." Merry giggled "I ruined a lot of panties because of untimely boners."

"Yeah I remember having problem when I hit puberty." I shrugged "Thankfully Aquarius was there to help show me how to do things. It's funny she taught me all those things and now she's carrying my child."

We dressed the passed out Ultear and eventually we had to depart. Ultear and Meredy said that they'd see about stopping by every once in a while.

_Now…on to the Grand Magic Games…I wonder who I'll meet there…I wonder if I'll ever meet another Futanari._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in a future chapter or side story.**

**Remember today was a double update! so go read Side Story 5.**

**Next Chapter Hint- Side story next time. When you talk back to Lucy you have to be punished.**

**Till Next Time!**

 


	32. SS5- Erza's Punishment Game

_Italics indicate thinking._

_**Double update (Chapter 27 and SS-5) cause I felt like it. (:** _

_**This side story takes place between chapters 25(Laki and Kinana) and chapter 26 (Training.)** _

* * *

**Erza's POV**

I talked back to Lucy and now I'm going to get punished. Lucy told me to come to her house earlier the next morning to find out what my punishment was. When I opened the door to her house I was stunned at what I saw. Laki and Kinana where slithering around on snake tails.

_What happened now…?_

I ignored the two and went to Lucy's room. She was sitting on her bed naked.

"Perfect timing Erza." She said getting off the bed.

"What happened to those two?"

"I did." Lucy shrugged and I gave her a look "Yeah it's pretty fucking weird."

I watched as naked Lucy wandered around the room. I could feel a tingle between my thighs, and I licked my lips.

"Don't get any ideas." She said handing me a piece of paper a box and walking out "See ya later."

I looked at the note.

_Dear Erza_

_You've been a naughty girl and need to be punished. I have planned a little game for you. Follow the address on this paper and go meet Cana. She'll have a task for you. Once you complete it she'll give you the next task._

_Oh by the way open the package._

I open that box and gasped at what I saw. It was a vibrator and a pair of nipple clamps.

_You also have to where these all day. Every once in a while they'll send out a spark that should make you feel good but no touching! Just remember not to scream out in pleasure because people will see._

_Good Luck._

_Love-_

_Your favorite Futanari Lucy Heartfilia_

I looked back at the box.

"I can't believe this. I should have just kept my mouth shut."

I decided to take my punishment like a big girl and pushed the vibrator inside me. I opened by blouse and put the clips on my nipples.

"Mmmmm." I bit my lip as I adjusted to having them on.

Then there was a spark.

"AHH!" I nearly came right there.

_This is going to be impossible._

I looked at the address and headed out to meet Cana.

* * *

I had managed to make it to the address on the paper; it was a local bar, without making a fool of myself. Every few blocks I felt the devices send waves though my body. I kept biting my tongue and trying not to scream out in pleasure.

"Hey over here!" Cana waved from the bar.

I walked over and took a seat at the bar. I felt the vibrator go off again.

"Kya!" I accidentally let out a yelp and people started looking at me.

Cana snickered next to me. I blushed and looked down.

"Yo! One for my friend!" Cana yelled out.

The man sat some golden brown drink in front of me.

"Here's the brief run down." Cana said "Lucy gave some of us tasks to have you do. I want you to drink that, down to the last drop."

I looked at the glass and took a sip.

***Cough*** "It taste vile." I said.

"All of it." Cana said.

"Here goes noting." I sucked it up and downed the nasty liquid "Yuck!"

Cana paid and told me to follow her. On the way out I grabbed the bar as the clamps bit down. I swore I heard wood cracking from my grip. When the wave passed I walked out of the bar with Cana. She led me around town until we had gotten back to her house.

"It's so hot." I said unbuttoning the top buttons of my blouse.

"No it's not." Cana said "It's a little chilly, look my nipples are almost poking through my top."

Cana's nipples were clearly defined through her bikini.

"I feel like I'm in a volcano." I said fanning myself.

"That's from the drink." Cana said "I bet you're uncomfortable down there to right."

"It is kinda hot there to. I just thought it was from Lucy's toys."

"They don't call that drink the 'Hot and bothered' for nothing. They say it makes girls drip like a leaky faucet."

"AHH!" I moaned as the vibrator went off yet again "HAA!"

I was so hot; I had no choice but to strip down.

"Sexy…" Cana said.

My body was on fire. My nipples were hard from the clamps and there was fluid dripping down my thighs. Sweat was running down my body as well.

"Remember Lucy said no touching." Cana said as another orgasm rocked my body.

"Come on!" I groaned grabbing the carpet "Do something! Help me out here!"

"Well Lucy did say we could play with you." Cana said rubbing her hands over my thighs.

She took her finger and flicked the clamps making me scream in please.

"CANA! It's so good!"

Cana reached down and pulled the vibrator out of me and licked it clean.

"Tastes delicious." She said inserting her fingers into me

I grabbed her shoulders as she moved in and out of me.

"Oh Cana…AHH!" I moaned as a rush of fluids poured out of me.

Cana licked her fingers clean and handed me a scrap of paper "Here's your next assignment, don't be late."

Cana shoved the vibrator back into me, slapped my ass and told me to leave.

* * *

Cana's concoction had finally worn off but that still didn't make the trek to the next location any less embarrassing. I almost orgasmed in front of some family with two children.

_Curse you Lucy…your fiendish ways…are so good…and so wrong._

As much as this was punishment Lucy's little game was interesting. Yeah I was toughly embarrassed but I thought that maybe this could be a little fun…until I saw who was next in the command chain.

"Put this on." Evergreen commanded handing me a maid outfit.

Cana's paper had led me to Fairy Hills specifically Ever's room. I got dressed in the maid outfit and stood before Ever.

"Lucy doesn't let Virgo come around too often; you'll be my maid for the next few hours. Get to cleaning slave."

"Okay."

"You mean yes Mistress Evergreen."

"Ugh…Yes Mistress Evergreen." I grumbled.

Ever's tasks mostly consisted of scrubbing floors and dusting her statues. I was in the process of cleaning a vase when the vibrator turned back on.

"OH!" I gasped and knocked fragile object over, shattering it "Shit."

"Just great!" Ever yelled "You bitch!"

She slapped me in the face "Ow!"

"Get on your knees and beg for forgiveness." She said "Say 'I'm sorry Mistress Evergreen. I am skank who can't be trusted to do what she's told."

_Fucking bitch!_

I got on the ground and said her apology.

"Not good enough." She said going over to a closet "I'm going to have to punish you now."

She came back out with a whip and hit me with it.

"AH!" I bit my tongue in pain.

"You still have nine more. Get naked and beg for forgiveness after each one."

Knowing Lucy's punishment would be even worse if I disobeyed her orders to follow each girl I got naked and let Evergreen hit me.

"OH!" I moaned as she hit my breasts and the clamps bit down on my tender nipples "I'M SORRY!"

By the time she finished my breasts and ass were red and covered in lash marks.

Ever took a seat on the chair "Paint my toenails."

I crawled over and got ready to paint her feet.

"Clean them first. Your tongue will do nicely."

She moved her foot forward and shoved her big toe in my mouth.

_Repulsive…I can't stand feet._

She rolled each one of her toes around in my mouth before she let me paint them. When I finished she handed me a scroll.

"I can't keep you any longer." She mumbled "Here's your next clue."

* * *

This time the clue led me to a boutique. The trip there wasn't as bad. I only came about ten times on the way there. I was still a little sore from Ever's punishment but I went inside.

"I wonder who I'm supposed to meet here?" I wondered aloud.

"Oh good you're here." A pink haired girl said walking up.

"Nats…I mean Natasha. What are we doing here?"

"Well Lucy said she needed help punishing you. She also said it's time that I buy a …"

"A what?" I asked.

"A…a…she wants me to buy a dress okay." She blushed.

"Do you not want one?" I asked as we searched the store, I grabbed one of the racks as I came again.

"Well…I don't know." She shrugged "I was so used to being a boy, but I feel like I've been spending more time as a girl lately."

"Are you upset about this." I said picking out something for her to try on.

"That's just it." She shrugged as we walked to the dressing room "I'm not. Do you think this was always part of me, or is this from Lucy?"

"Truthfully I don't know." I said "But we won't think any less of you for likening your female body."

"That's not the only problem." She said taking off her shirt "I think I'm starting to like boys…"

"Oh…" I said stunned "That's…odd."

"What am I doing." She said "Bothering you with my problems. You're here to help me get a dress not be my psychologist."

I looked Natasha over as she decided which dress to try on first. She was very attractive; she had a nice butt, long slinky hair, very large breasts, and a cute face.

"How does this thing go on?" she said holding up the strapless maroon dress I had picked out.

"I'll show you. First you'll have to take this off." I said unclipping her bra.

As the garment fell to the floor the toys moved again and I accidentally squeezed the girl's breast.

"Erza!"

"HNGH!" I groaned as the pleasure coursed through me "Sorry…UGH!"

"Ouchy." She said massaging her tits "That hurt."

_They were so soft…_

I helped Natasha into the dress and she looked at it in the mirror.

"Walk around see how it feels." I said.

Every step she took it looked like her boobs were about to pop out.

"It fits fine. But the bouncing is a problem." She complained.

"Do you own a strapless bra?" I asked.

"No." she said "If I get one do you think this will work."

"You look great." I smiled "Do you want to go bra shopping."

"I will, you have to get to your next task." She smiled handing me a paper "I can take care of that part by myself."

_He says he can shop for his own bra…he is becoming quite feminine. She does her own makeup and her hair…she looks delicate…she's the opposite of Natsu._

Before I walked out of the dressing room I watched Natasha put on her bra.

"How big are you?" I asked.

"G-cup."

I verbally gasped.

"Those things again?"

"Yeah…" I said walking away.

_She's fricken huge!_

* * *

The next spot I ended up was a book store, this time young Wendy was waiting outside.

_Oh god what could it be now…wait it's a book store this should be easy._

"Hello Erza." Wendy smiled.

"What's on the agenda for you, book shopping."

"Nope." Wendy smiled dragging me into a public restroom.

I waited for her to change before she stepped out in her adult form. It took a few minutes and the toys went off twice making me grasp the sink.

_People must think I'm some kind of pervert._

"Much better. This form is so much more comfortable." She said adjusting her tank top.

I followed Wendy back outside and we walked around town.

"Where are we going?" I asked.

"Right here." She said stopping in front of an unnamed store.

"What is this place?" I asked.

"We're going shopping for sex toys!" Wendy cheered "Lucy said she wanted me to buy something called a 'dildo'?"

_COME ON LUCY!_

"Oh…great…" I mumbled.

We walked around this disgusting store. Sex toys everywhere. Wendy quickly found the dildos.

"What do you think, green or purple." She asked.

"Purple?" I suggested.

"I think I'm gonna get green."

_Then why ask?!_

"We're not done yet." Wendy said "We have to go to the theater."

"Do we now…" I mumbled.

At this point I was so stunned by Lucy's boldness with educating Wendy that I couldn't even feel the toys in my body.

Wendy picked a seat and I had to watch her watch porn.

"Oh I did that position with Lucy." She said "That one to."

At this point I was so embarrassed I was blushing as red as my hair. I heard a crackling noise and saw Wendy had taken her new dildo out of its package.

"Hey Erza." She whispered "How do I use this thing."

_LUCY!_

I didn't know whether to be angry or embarrassed anymore.

"Lucy said you would teach me." Wendy said.

"Fucking…Lucy…" I said grinding me teeth together.

Don't get me wrong I love Lucy, but fuck her right now! Making me teach innocent Wendy about stuff like this!"

"You don't want to disobey Lucy do you?" Wendy said "Just show me."

"Like this." I said taking the rubbed rod and shoving it in her "Hands go here and in and out just like that."

"Oh!" she gasped "That feels good."

"Great now give me the paper so I can go."

"You're so demanding." Wendy said fucking herself "Here."

I stormed out of the porn theater, leaving Wendy there to watch porn and fuck herself with a dildo, and went on to the next location.

* * *

**Lucy's POV**

"How do you think Erza's doing?" I asked Bisca.

"By know she's probably mush. Those toys have been in her for hours, not to mention the things the others have made her do."

"Who is she on now?" I asked.

"She should be going to meet...Levy" Michelle said.

"The best parts are coming up." I giggled.

"Don't you think some of these were a little much?" Angel asked.

"This will set an example to the others. Stay in line or get embarrassed."

_I hope you're having fun Erza._

* * *

**Erza's POV**

Reading sex books to Levy, whipping Lisanna, and bikini shopping with Juvia. All thoroughly shameful or embarrassing tasks, but I was still holding strong. I had pretty much built up immunity to the toys at this point so that was good.

"Next up is Mira."

"Right on time." The girl smiled.

"Let's get this over with."

_I'm so done with this game._

"Follow me." Mira giggled.

She led me into some sleazy strip club.

_Don't tell me…_

"Your outfit is in there. Everyone's come to see the new performer, Scarlet."

"I have to…"

"One pole dance, one lad dance for the bachelor party, and a private session in the VIP room. Oh you can take the toys out now." Mira explained.

When I took the vibrator out I felt a rush of relief. The clamps came off and my nipples and areolas had turned red, even the gentle breeze of the air conditioner made them sting.

"Now get dressed." Mira smiled "Your fans are waiting."

I looked at my dancer outfit, it was a sparkly blue bikini top and a pair of tight leather short shorts. I got dressed as quickly as possible. My large breasts were barley contained in the top and my butt was almost devouring the shorts, they were digging into some uncomfortable areas.

"Maybe I can at least earn some tips." I mumbled.

I waited back stage and saw that there were a bunch of other strippers. A girl with long orange hair and an odd pinwheel tattoo on her shoulder, a girl with blonde hair and red glasses too focused on her Bento to really care and a girl with short blue hair ,there was a huge scythe over by her dressing room and she looked like she belonged at the circus.

"And our next performer, Scarlet!"

"Knock'em dead." Mira smirked.

"I hate you." I said walking out on to the stage.

The lights turned on and there were at least thirty or so men of various ages there. I could feel all of them undressing me with their eyes. The music slowly turned on and I started dancing. I worked that pole like a pro; hey if I have to do it I might as well try to look good.

_I hope I can keep the tips._

The stage was littered with bills of various denominations. The crowd cheered and threw more when I shook my breasts around or spun around on the pole. Eventually the music stopped and I picked up my money and walked off.

"My 50%" the orange haired girl said taking some of my money "Thanks Mira."

"Mira!" I yelled.

"Sorry she gave up her spot so you could dance. Now you have a bachelor party to dance for."

I went to the lounge and found the party I was supposed to be dancing for. There were a few men.

"You're dancing for him." A man with green hair and a scar over one eye said.

I looked at the man in the chair, he was probably about my age, he had a scar like Laxus…hell he looked a lot like Laxus, they could have been twins.

"What's your name?" I asked as I walked closer.

He swallowed a lump "Kanji…"

The music started and I began dancing. I shook my breasts for him and grinded my butt against his crotch. He was so hard I thought he might jizz in his pants. This guy was cute and seemed nice, maybe in another universe I could be with a guy like him….something like that can't happen…

When I finished dancing he put a few bills in my waist band and I walked off.

"Thank you." The blonde stripper said snapping the money away with a pair of chopsticks.

_I guess I'm not getting ant money from this._

"Someone's waiting for you in the private room. The blue haired girl said "I suggest you not keep the guest waiting."

"Oh yeah."

The lacrima on her desk buzzed "I wish he'd stop calling me."

"Gareki again?" the blonde asked.

"No it's Yogi…Ugh…"

I ignored them and went back to the VIP room. I opened the door and there was someone sitting in the only chair in the room.

"I've been waiting." Sherry spat.

"You're the client?" I said.

"Start dancing." She said "I've got your final clue."

I walked up and stared dancing for Sherry.

"This is a strip club." She said "Start taking stuff off."

I reached back and slowly untied my top and exposed my breasts to her. I turned around and shimmied out of my shorts.

"Nice." She said rubbing her hands over my ass.

"You're not supposed to touch the performers." I said.

"Lucy said I could." She said.

I danced for Sherry as she poked my nipples and rubbed my thighs. The only thing I had on was my panties.

"I heard you guys are gonna compete in the GMG." She asked.

"Yeah we'll be leaving for training in a few days."

"Leaving me again. It's so lonely being in another guild." She said "Lamia Scale is going to enter."

"Will you be competing?" I asked.

"No but my cousin will…I'm thinking about 'introducing' her to Lucy."

"That's up to you" I said sticking my breasts in her face.

"It's just, she's a little young. Older then Wendy but still kinda young." She shrugged.

The music stopped and Sherry took a paper out from between her breasts and handed it to me.

"This is the alleyway outside." I said reading the note.

"Better get moving then."

I went to put on that skanky stripper outfit but it was gone.

"Where are my clothes?" I asked.

"I don't know what you're talking about." Sherry giggled "Don't keep that poor person waiting outside."

_This must be part of the punishment._

I snuck outside and looked out the door.

"I don't see anyone." I mumbled.

***Click***

The door locked behind me. I looked up and saw spray paint on the bricks.

"No re-quipping."

_Lucy…_

"You have to get to the alley across the street." The message said.

I peeked out, covering my breasts. It was late so the street was pretty much empty. There were a few men and women in the park nearby and no one else was around. The second I thought the coast was clear I booked it across the street.

I ducked into the alley and breathed a sigh of relief.

"Did you guys see that, I thought a naked chick just ran passed?"

I hid behind some boxes in the alley and waited.

_No...no…no…no…no…_

"Must have been my imagination."

"You're such a perv. Come on let's go eat."

"Phew." I exhaled.

"Excellent job." I heard Lucy say clapping "You made it to the final task."

_There's still more._

Lucy instructed me to lean up against the boxes. She pulled my panties off and started fucking me.

"You better be quiet Erza, you wouldn't want someone to see you like this. The great Titania turning tricks in an alleyway; it would be quite the headline."

"Lucy…Ah!" I moaned as she slammed into me.

I heard music start playing.

"Right that parades coming down that street. I hope it's dark enough back here. ERZA!" she groaned and came inside me.

"Lucy!" I gasped and shut my mouth as floats drove past.

_If people see me like this I'll be ruined._

Lucy started thrusting again I had to bite my tongue to make sure I didn't moan or yell out.

"You're so tight Erza."

"Mmmmm!" I groaned as I felt myself orgasm.

_Please don't look! Getting fucked in public like this…I'm so embarrassed, cumming in front of people._

"Erza!" Lucy groaned as she filled me with cum.

"Lucy…" I mumbled as she slid out of me.

"I think you've had enough. Let's go home."

I re-quipped into my armor and we walked home.

"Did you have fun today?" Lucy asked.

"I'd rather not talk about it…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you want to see in the future.**

**I put some Easter Eggs in the strip club see if you know who some of those other characters were.**

**Today was a double update so remember to go read chapter 27 (AKA chapter 31 on the site.)**

**Next Chapter Hint- It's finally time for the GMG, except now Wendy can't compete. Lucy will have to help heal her…and someone else. It was originally a joke but thanks to the poll it becomes reality Me-OW!**

**Till next time!**

 


	33. Hello Kitty- Wendy & Carla

_Italics indicate thinking._

* * *

**Lucy's POV**

We were back in Magnolia for a few days before leaving for Crocus. I was surprised when Master said that I would be competing. I was happy to be able to represent the guild and was looking forward to going.

Before we left I was helping Aquarius get settled in at home. She had been here two days, and she's barely a few weeks pregnant and she's already being a real bitch.

There was nasty vomiting noises coming from the bathroom.

"Are you alright?" I asked "Do you want me to hold your hair?"

"You did this to me!" she yelled "Get in here and help!"

I went in and held Aquarius hair out of the way while she emptied her stomach.

"I have to leave for the games in a few days, are you gonna be alright by yourself?" I asked.

"I'm coming with you stupid." She grumbled.

"Is that a good idea?" I asked

"I'll be fi…BLEH!"

_Sure you will…_

"I hate you so much brat." She said trying not to throw up again.

After Aquarius finally stopped throwing up we went to the living room to sit.

"Feeling any better?" Bisca asked "The first few weeks are always the hardest. The morning sickness will pass soon. After that you'll get the cravings and the bloating. Oh mood swings to. Now that I think back being pregnant sucked."

"This sucks. Why did you do this to me brat?"

"It wasn't intentional." I said "Hey I have a question. Will the baby be a spirit or a human?"

"Half of each." Aquarius said "I don't really know the specifics you'd have to ask a spirit that also has a half human child."

"Who would that be?"

"The mother in Pisces. The son is a half breed. They share a gate; I don't know if that's how ours will work."

Part of me was really angry with myself for getting Aquarius pregnant, but another part was so happy that I'd be having another child, and this time I'd be there to help raise it.

"Mama?" Asuka said hopping up on my lap.

"Yeah sweetie?"

"Am I gonna have a sister?"

"Kinda." I said "It could be a little brother."

"I want a sister. Make sure it's a girl fish lady."

Aquarius just mumbled something, I'm pretty sure she said "I want a girl to."

My life was getting really exciting; soon I was gonna be the mother/father of two children.

* * *

I was sitting around the guild before we headed to Crocus, I had to go home and finish packing the few things I had left to take.

"Lucy."

"Oh hey Carla." I said putting down my book "What's up."

"Would you mind taking a walk with me?"

"Sure where to?" I asked.

"Anywhere." She said.

"Okay my house then."

We left the guild and started heading to the house.

"So what's the problem?" I asked.

"It's Wendy…she's been acting odd lately."

"What do you mean?"

"It seems like she's out of the house all the time. She comes back at late hours and always seems eager to be out."

_Wendy is out and about all the time…Ever since she went form innocent little girl to a sexual deviant._

"I'm sure everything's fine." I smiled "Wendy's just at that age you know. She probably wants to go out and do stuff without you over her shoulder all the time."

"I guess…it just feels like we've grown distant these last few weeks." Carla remarked.

_I've taken her best friend away…I should really tell Wendy about this._

"I have to finish packing." I said when we got to my house "Do you need anything else?"

"No I'm fine." She said flying off.

* * *

Crocus was a beautiful city. We had to be back at the inn by midnight but that didn't mean we couldn't go sightseeing first. Natsu, Happy and I had gone around the city and came across Sabertooth, the strongest guild in Fiore. They were jerks. They made it a point to embarrass us in front of the crowd, saying that they could have beaten Acnologia...what a joke they can't understand at all.

We eventually got back to the inn. Midnight was approaching but Wendy and Carla hadn't returned yet.

"This isn't good." Erza said "I'm starting to get worried."

"Do you think they're okay?" I asked.

"Well you turned Wendy into such a deviant maybe she turned to the streets." Erza whispered

"Staying out late…all hours of the night…A delinquent…What do we do?!"

_What if she's in an alley fucking random men from guilds...OH NO! My poor Wendy!_

"You need to calm down." Gray said.

Elfman and Lisanna came by to drop something of for us when the game started. Elfman had to sub in for Wendy because she still wasn't back yet.

_Please be okay…_

* * *

When we finished the Sky Labyrinth, we came in 8th, they told us what happened to Wendy. She got attacked when she was touring the palace. The poor thing was so upset that she had let us down. She asked Elfman to take her place. Porlyusica came in and said she would do her best to heal Wendy. After she entered everyone but me left.

I sat on the edge of the bed rubbing my hand over Wendy's forehead. I spend so much time with Wendy's adult form sometimes I forget that behind all the magic she's just a little girl.

"Why are you still here?" the old woman asked.

"I just don't want to leave her yet." I said.

"If you going to sit here you might as well help her." She said "She has magic deficiency syndrome. She's been almost drained."

"How am I supposed to help her?" I said.

"Your 'magic' changed her once. That stuff is full of magic it could probably help restore hers."

Aside from Meredy every girl that has a change gets taken to the old woman for a checkup to make sure their healthy, in other words she knows about all my 'activities'.

"You have till morning." She said leaving the room.

I looked down. I can't do anything till Wendy changes into an adult, I didn't even know if she had the magic left to complete her transformation.

I shook the girl awake "Wendy."

"…Lucy…" she said barely opening her eyes.

"Listen I need you to try and change okay." I said.

"…Why…"

"I'm gonna make you feel better."

Wendy struggled but she did manage to change her body.

"Good. Now you just lay there and I'll do my best."

I thrusted into Wendy. The sex sucked, she was so weak she just laid there and took it like nothing. No moans no gasps no nothing. I felt so bad for her. I had to be extra quite cause Carla was sleeping not too far from us.

"Wendy I'm gonna cum now."

"…alright…"

"Hngh!" I groaned and jizzed inside Wendy.

When I finished her complexion looked a little better and see seemed slightly more energetic.

"I…feel...a little better." She smiled.

"Let's keep going then." I smiled back.

Wendy got between my legs and started giving me a blowjob.

"Hey Lucy…" Wendy said as she stopped sucking "Do you think that this would help Carla to?"

"Umm…I don't know." I said.

"I'd like it if you could help her." Wendy said slowly moving her hands over my cock "She's my best friend…That's why we went out together today. We don't spend as much time together so I wanted to do something nice for her."

"Oh Wendy." I said "You're such a good girl."

Wendy kept sucking my cock and swallowing my many loads She was starting to look a lot better.

_This stuff really is magic._

I was about to cum for the fifth time that night.

"Oh Wendy I'm so close."

"Cum for me Lucy."

"WENDY MARVEL WHAT ARE YOU DOING?!"

"Carla?!" Wendy gasped.

"UGH! I'M CUMMING!" I groaned and started spewing jizz.

I felt many ropes of cum get shot out. When my climax ended I looked around and realized I had covered not only Wendy in cum but a few big globs had hit Carla in the face as well.

_Oh no…_

"What…is…this…? It's sticky...Yuck...Huh?" Carla's eyes suddenly went wide "AH!"

"Carla!"

"I feel so strange! My body...!"

Wendy and I watched as Carla morphed before our eyes. First she got larger, her limbs and body grew.

"AHH!" she gasped as her face changed to have more human features.

Her fur started falling out and milky white skin was beneath it. Hair started forming on her head and her body started becoming more human.

"OHH! What's happening!" she moaned through her change "I feel so...WAHH!"

Breasts started forming on Carla's chest and her butt started to get round and plump. When they finished growing her new breasts were about the same size as Erza's and her butt was a little smaller then Juvia's

"Ha…ha…ha…" Carla panted from the ground.

"Carla?"

We looked the former Exceed over. She had a curvy body, big doe eyes, white hair just stopping just above her shoulders, and a nice round butt. She was definitely human…well mostly. Carla still had two furry cat ears on the top of her head and a swishing white tail at the base of her spine. Her nails still looked sharp like claws and her teeth appeared sharp as well.

"She's a cat girl." I gasped.

Carla's ears twitched "What happened to me…"

"You turned human." Wendy said "Lucy's cum changed you to."

"Just what are you?" Carla said sounding confused.

Wendy and I had no choice, we told her the truth. We explained what happened that first night and what had happened just now.

"I can't believe you have Wendy doing things like this." The cat girl said stomping around the room in a towel "Sex and corruption…Unbelievable young lady!"

"It's really good Carla." She said "Lucy was even able to make me feel better tonight." Wendy walked up to the cat girl "She can make you feel better to."

Wendy and I weren't tall by any means but Carla only came up to about our shoulders when human, she was pretty short. Wendy started rubbing Carla's shoulder.

"Wendy stop that this instant."

"I don't think it's fair of you to judge me before you've tried it yourself. One night with Lucy and you'll understand."

"Wendy no…"

She got close to the cat's ear "We're friends aren't we. Try it...for me."

Wendy started kissing Carla's neck. She slowly pulled the cat over to the bed.

"Wendy..."

"Just suck it. Then you'll understand why I like it so much." Wendy said putting Carla's face and inch from my cock "You'll see what makes sex to good."

A look crossed Carla's face and she slowly took me into her mouth. It was insane! Her tongue was all scratchy and her little fangs nipped at my skin. It felt great.

"Oh Carla." I moaned.

Carla kept sucking while Wendy encouraged her.

"You're doing great the best part hasn't even happened yet." she said.

Carla was pretty inexperienced but the feeling of her mouth made up for it.

"Like this." Wendy said demonstrating.

"How do you know all this?" Carla asked following Wendy's lead and licking the shaft.

"Lots of practice." Wendy smiled.

"Carla I'm getting close." I cooed "Just a little more."

The cat continued licking and sucking.

"Make sure you taste it." Wendy said "That's the best part."

"AHH!" I started shooting cum into Carla's mouth.

The cat girl tried to swallow it but most just ended up on her face.

"So how was it?" Wendy asked eagerly.

"It tasted…good…" Carla said clearly embarrassed.

"Well then let me show you the best part." I said moving my dick close to her opening.

"Oh you'll love this!" Wendy cheered.

I slowly pushed into Carla and she groaned at my size.

"It's so big!" she moaned.

I slowly started thrusting and it didn't take Carla long to start moaning.

"I see why you like this so much Wendy." She said "I've never felt this good before."

I could feel Carla's tail swishing around and hitting my legs.

"You're so pretty Carla." Wendy said touching her breasts "I'm glad I don't have to hide this form from you. I can't wait to go shopping with you. We can buy clothes and bras, I can show you my dildo to. It'll be so much fun!"

"You look so grown up." Carla said playing with Wendy's breasts "I wish you had told me."

"Sorry those are the rules." I said "Only the other members of the harem can know you guys can transform."

"Ah!' Carla gasped "This feels so good."

"You pussy is fantastic Carla" I said.

The cat girl grabbed my back and I felt her sharp claws dig into my back as she shuddered from an orgasm.

"OHHHH!"

"Ah!" I yelped in pain accidental pulling out of her"Watch it."

"Sorry." She said "I'm still not used to this."

"You're just too adorable." Wendy said getting on top of the girl.

Wendy wasted no time kissing her friend and I was surprised to see Carla kissing her back. Their breasts were smashed together as their tongues battle for dominance.

"I love you Carla. I love your cute ears and tail. Your body is so hot."

"I love you Wendy. You have such nice breasts, and you look so mature."

They both kept kissing each other; Carla had turned them and got on top. I walked up behind them and move back inside Carla.

"OH!" she gasped "Mmmmm. Lucy~"

Normally I love doggie style and taking the girl from behind, but it's a little troublesome with Carla. Her tail wags all around and it kept hitting me in the face.

"Oh Lucy right there! Fuck!" she moaned.

"Such Language. Naughty kitty." Wendy said.

I kept thrusting into Carla as she and Wendy played with each other. Wendy was instructing her on how to please Wendy's folds.

"Your fingers are great. Kinda sharp though." Wendy said "Try your tongue instead."

Wendy moved around and Carla took a long lick up her slit.

"So rough." Wendy moaned "It's great."

I kept plowing into Carla when the door opened and Porlyusica came in.

"Morning already?" I said "Ah! We're almost done here."

"You healed the cat to I see. Wonderful…Hurry up before someone comes in here." She said locking the door.

_What is her deal with just letting me have sex whenever I want, even in front of her? I did Natasha in her bathroom and now she isn't even flinching that I'm doing two girls in the infirmary._

"OH LUCY!" Carla moaned as her pussy clenched around me.

"CARLA!" Wendy moaned as she to orgasmed.

"HAA!" I pulled out and covered Carla in cum.

The three of us caught our breath before I went to get changed.

"You two change back." I said "No one else can see you like that remember. I'll make sure to fill in the others on Carla's new powers."

Before they changed back they both hopped up, making their breasts bounce, and gave me a kiss "Good luck today."

I met the others and put my uniform on.

_It's finally time…Let's show them who the strongest guild really is._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Lucy Vs Flare…someone stops by the inn to try and make Lucy feel better and teach her a strategy for future rounds.**

**Till next time!**

 


	34. Vs Flare- Mavis

_Italics indicate thinking_

* * *

**Lucy's POV**

Day one was not off to a smooth start. We found out there was a second Fairy Tail team. Juvia and Mira were on that team.

"My sweet Juvia." I said "you better try your hardest out there. Don't go throwing the competition for me."

"Hai! Lucy-Sama. Juvia will do her very best!"

"We'll be trying to win as well." Mira smiled

I looked up in the stands and saw the whole guild was there. Even Aquarius had a seat in the stands, she was far from the guild but she was there to watch..

I watched the other guilds come out. Quatro Cerberus and Blue Pegasus only had male combatants. Lamia Scale had one girl the reminded me of a mini Sherry. Raven Tail was there and they had one girl on their team. Then the holy grail of teams stepped out. Mermaid Heel, an all-female guild. They each looked stunning the two that caught my eye the most were a girl in a hood and the one with the sword.

_Mama likes…kinda wanna go to that guild._

And finally Sabertooth, they only had one girl as well. Before we went to our corner I went to wave to the guild one last time, but Angel wasn't there.

_Where did she go? She'll get in trouble with the council if she wanders off for too long._

We picked Gray to represent us in the first game, and it didn't go well. He got thoroughly embarrassed by Sabertooth and Raven Tail.

"Lucy pay attention they're going to announce the participants in the first battle." Erza said.

"In the first battle from Fairy Tail A it's Lucy Heartfilia."

"Me?!"

"Her opponent from Raven Tail Flare Corona!"

My opponent was a tall busty girl named Flare. She was really sexy, almost bursting out of her long dress. She had long red hair and tits the size of Natasha's

_Focus Lucy this is for the guild you can't…get distracted…by…those…big jugs…_

"Blondie…"

"Leave it to me." I said walking out.

The rules were simple, I had a half hour to defeat this girl and win the fight.

***DONG***

The second the bell rang I pulled out a key **"Taurus!"**

Flare avoided the first swing but that gave me the chance to start my combo.

" **Scorpio!"**

The grainy tornado of sand came out but Flare blocked it with her hair.

_That can't be good for keeping it strong._

Flare's hair looked very pretty flowing all around like that.

_Focus Lucy!_

"Taurus absorb the sand!"

" **Sandstorm Axe: Aldebaran!"**

The tornados formed by Taurus swing sent Flare soaring back.

" **Wolf Fang Hair!"**

Her hair had turned into a massive wolf and was charging towards me.

" **Cancer!"**

Cancer did what he does best and gave Flare a haircut.

"My hair…Damn you Blondie!"

When I looked down her hair had wrapped around my ankles. Flare used her hair to pick me up and throw me into the ground.

"My hair can move however I want it to." Flare said.

I threw my whip out and snagged it around her wrist "So can my whip."

I cracked the whip and the two of us got spun around and fell back to the ground. My boots had been charred to a crisp.

"Aw I liked these." I sighed taking off the melted leather.

"RAH!"

Flare started burrowing her hair under the ground again. This time I was ready to fight but the hair never came to hit me.

"he…he…he…" Flare had a pretty nasty laugh going as she pointed to the side.

I followed her finger and looked of at the stands.

_YOU FUCKING BITCH!_

One tiny little lock of hair as swishing back and forth by Asuka's head.

"ASUKA! MHMP!" before I could warn the girl my mouth was covered by her hair.

"Don't make a sound." Flare said "That's an order. Who knows what might happen if you disobey me…"

_I can't do anything…she'll hurt Asuka if I mess up…I have to lose…_

The hair moved around me and beat me into the dirt.

_It's okay…the others will understand…this is just a game…It's not worth being the number one guild if I have to let my daughter get hurt to achieve it._

So I stayed on the ground and I took my lashing. I knew this was what Mama would have done for me. I'd do anything to protect her, even if it met giving up.

"I sur..! MHMP!"

"Did I say you could speak?"

_Understand this now bitch when I break you it'll be so much fun!_

Flare strung me up by her hair.

"No words, but screaming's okay." She giggled "What to do, what to do. I could strip you in front of the entire audience."

_Anything but that…_

"OH! I just thought of something even better!" Flare cheered "I'll brand your body with the Rave Tail Mark. That way you can remember this for the rest of your life. Where do you want it…here…or here…maybe here? Ah how about here…right on top of you Fairy Tail mark."

"Anything but that!"

_I'd rather be naked in front of the crowd than lose that mark._

"Did I tell you to speak?!"

"HAA!" there was a loud yell from the stand and I looked over.

Aquarius was there…and the hair was gone…it had been washed away.

"GO BRAT!"

_Thank you…_

I pulled myself free of the hair and grabbed a key.

" **Gemini!"**

The two little 'things' came out and helped me get free.

"Do the thing!"

"We're not ready." "We don't think we practiced enough."

"Just change into me." I commanded.

_I'm gonna kill those two…_

They had changed into me alright, the me wearing a towel from a few days ago.

"What…the hell…are you two…wearing…" I asked angrily.

"This is what we last copied you in."

"Oh right the bath…just make sure everything stays covered. Come on let's do the thing."

We joined hands and recited the chant.

" **Shining! Urano Metria!"**

_I did it…_

"Huh?" everything suddenly felt, empty "Where did it go?"

_I have no strength left…My spell…I…I…I've lost._

Without even having the power left to stand I fell to the ground, and I lost.

I could hear everyone laughing at me.

_I'm such a fucking idiot…_

"What are you crying for?"

"This sucks…" I mumbled.

"Do you remember what I told you one time in the bath?" Aquarius asked "Never use tears to summon me. You looked so strong out there. I'm so proud."

I felt her give me a hug.

"So what if you have zero points. You can just get more tomorrow. Then when you tell our baby this story it'll be even more interesting."

"Yeah…" I said getting up and walking off the field "Right now I just want to go hug Asuka."

I went to the infirmary to get looked at. I had no power left I could barely even walk.

"Mama!" Asuka came in and jumped on my bed.

I gave her a long hug, I was just happy she was okay.

"How are you feeling?" Bisca asked.

"Like garbage." I told her "I just want to go back to the inn and take a nap."

* * *

That's exactly what I did. Gray asked if I wanted to go to the bar but I just felt like being by myself for a little bit.

"Are you sure you don't want to come?" Gray asked "It be good for you to get out of the room."

"I just feel like reading tonight." I said "You go have fun."

Gray left and I sat on my bed alone.

_My life…is so strange. Not in a million years would I have thought I would be competing in a wizard dual and have to forfeit to save my daughter. Have I made the right decisions? Putting my friends in the positions they are. They all say they love me, and I love them…but part of me always wonders if that first night with Cana was a mistake._

There was a knock on the door to the room. When I opened it there was a short blonde haired woman there.

"First?!"

"Hello!" she smiled "May I come in?"

I let the ghost woman in and she took a seat.

"Lucy are you feeling okay?" she asked.

"I've been better."

"Why do you doubt yourself?" she asked.

"You could tell?"

"Everything you've done up to this point has made you who you are. Don't regret any of it. Just think if you hadn't joined Fairy Tail you never would have met certain people, or had certain people."

_She's right, if I hadn't done the things I did with Cana, Bisca never would have had Asuka._

"I think you're just a little confused right now." Mavis said "Your life has taken some major turns lately hasn't it."

"Yeah it has." I said thinking back "But you're right, I don't regret any of them."

"That's good." she smiled "I never imagined that the guild I founded would become what you've made it… that makes me happy."

"Huh?"

"I'm the first master of this guild. Don't think I don't know about your little group. What you did on the beach the other day was quite bold."

"Wait you knew, and saw!"

"Yes. The way you violated poor Juvia like that…naughty."

_First Master must think I'm some kind of slut!_

"Lucy back when I was still alive I had a close friend named Zeira. She was a lot like you, kinda bratty but with a heart of gold. She was like you in another way…I still remember those nights on Tenrou Island."

"Wait she was…"

"Yes like you my friend Zeira was a Futanari." Mavis revealed "We were 'very' close."

"Oh wow. That's interesting."

"Yeah…" Mavis said looking off "We were so very... close…"

"Master Mavis?" I asked "Are you alright?"

"God I miss sex." She said adjusting her dress.

"HUH?!"

_Is she having a fantasy, do ghosts even have sexual fantasies._

"The one thing I always regret though was that her semen couldn't change me. I was immune." Mavis started staring at my chest ***Sigh!***

_Okay this is getting way to creepy._

"Lucy are you still feeling doubtful?" she asked.

"Not too much." I said.

"Well a little is something." Mavis stood up on the bed "Now let me show you how to take doubts away.

I looked up and the centuries old girl, I could she right up her dress and like my first night with Mira, Mavis wore no panties.

_Well she is a ghost I guess she wouldn't need any._

"It's simple Lucy!" Mavis cheered "You fuck me till your doubts are gone!"

"HUH?!" I screamed.

"I've been watching you for a long time Lucy." Mavis said "You need to learn some new positions. You always use like the same four."

"I repeat What Are You Saying? I can't have sex with you you're a ghost!"

"I have a tangible form you'll be fine." She said pulling her dress off and standing naked before me.

Mavis was cute. She reminded me of Levy from our first time, before she grew boobs. Mavis was small and tiny.

"Now get naked so we can do it!" she commanded "Don't disobey the first master!"

I got up and pulled my clothes off.

"One thing I always wanted." She said paying with my breasts "Big boobies…but they say good things come in small packages."

Mavis started by sucking on my nipples.

"Oh!" I moaned as she licked and flicked her tongue over my areolas.

Mavis moved around and wrapped her legs around my head. I got the hint and started licking he folds. They were sweet and soft. I probed my tongue deeper into Mavis and she was moaning as I pleased her.

"Oh that's good Lucy~" She cooed "You have such a nice tongue."

I ran my tongue up her folds "You taste delicious First."

She just giggled as I kept licking her.

"AH!" I felt Mavis body shiver as she orgasmed "It's been so long!"

I licked her ghost juices off my face. Mavis moved around the bed and pulled her knees up to chest.

"Are you going to sleep?" I asked.

"No. Stick it in me." She said "Zeira loved this position."

"Umm okay." I said lying next to her.

I lined myself up and slowly pushed into Mavis.

"OH~!" she moaned as I stretched out her walls.

"Master." I said feeling her walls squeeze me "You feel so good."

"Please fuck me." She said "move in an out."

I started plowing into Mavis and she moaned. She was right this position was fun. Her tiny little body was pressed up against my large chest as I rammed her. .

"Ah…Ah…Lucy it's so good."

"Master Mavis you're so tight." I said "It feels so good."

"I'm gonna cum soon Lucy." She moaned "Please fill me with cum!"

I kept ramming Mavis when I felt her walls get even tighter.

"HAAA! LUCY!"

I gave her a few more thrusts "MASTER!"

I pumped Mavis full of cum and she laid on the bed catching her breath. She crawled up and straddled my waist.

"You need to do more anal." She said shoving my dick in her ass like it was nothing "AHH! FUCK!"

"Are you alright?" I asked.

"I'll be fine." She said adjusting and starting to move her hips back and forth "Fuck it's so big! Zeira was nowhere near this size."

"Your ass is so tight." I said digging my fingernails into her little butt.

"Mmmmm." She moaned as I plowed her ass "Are you starting to see there's more to sex then just a few positions and holes?" she asked.

"Keep teaching me." I said "Become my master. Teach me all you know about sex."

"We've already started." She smiled as her face cringed "AH! Right there!"

"Oh Master Mavis I'm so close. I'm gonna fill your ass with cum!"

"Do it! Fill me up!"

"MAVIS!" I came in Mavis ass and she climaxed at the same time.

After that for the next few hours Master Mavis taught me all kinds of new ways to please the girls in my life.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next.**

**Next Chapter Hint- 10 and 2**

**Till Next time!**

 


	35. Star Crossed- Yukino

_Italics indicate thinking_

* * *

**Lucy's POV**

It was time for day two of the games. Natsu insisted on competing in the game and only ended up looking like a fool. Who would have thought that a game named "Chariot" would have moving vehicles. Natsu managed to come in 6th and earn Fairy Tail some positive favor with the crowd.

After that we had the battles. First up were the dog man from Lamia Scale and a Mimic mage from Raven Tail. The two made a bet and when Raven Tail came out on top they proceeded to embarrass Toby.

I was looking over at Raven Tail and I noticed that Flare looked all bruised up.

_I barely landed any hits in her. What happened…and why do I feel the need to go over there and protect her._

"Blondie…"

The man in the suit of armor grabbed Flare and forcibly turned her away from me.

_My heart hurts…I hope she'll be okay._

After that it was our teams turn. Elfman had to fight Bacchus, a man who even Erza fought to a draw against. These two made a bet as well; if Bacchus won he got Mira and Lisanna for the night.

_You better kick his ass Elfman; I'm the only one who gets to touch them like that!_

It was a struggle but Elfman managed to come out on top and earn our team even more points. The third match was my personal favorite, Mirajane vs Jenny. Instead of fighting the did a pose off, with bikinis. Even better a few rounds in other guild started jumping into the fray. Sherry and the girl with her. The three girls from Mermaid Heel, not the ones I was interested in too much but they helped their cause with outfits like that.

After staring at eye candy for about a half hour Mira and Jenny were forced to settle their fight. But they made a bet to, the loser appeared nude in sorcerer weekly.

_I want Mira to win and lose! Well Jenny's pretty hot I don't mind if she loses…this is a win-win situation!_

"How about that and the loser also does something special for winner." Mira suggested.

_Mira…I see what you're doing._

"Fine." Jenny said.

Mira used her magic and in one blow she defeated Jenny.

_Nice…I wonder when Mira will bring her over._

After that Kagura, the girl with the sword from Mermaid Heel, defeated Yukino, a celestial wizard from Sabertooth.

Yukino had the keys I was missing to complete the zodiac, Libra and Pisces; she also had the legendary thirtieth key, Ophiuchus. Something about this girl felt off, I could shake a sense of familiarity with her.

_She kinda reminds me of Sora a little bit._

* * *

After that we headed to the bar to celebrate before going back to the inn. When Natsu, Wendy, Carla and I got there Yukino was waiting outside. She asked if she could come inside and talk to me.

Yukino was a pretty girl. She had short whitish blue hair like Angel, a curvy body and an adorable face.

"I know it is a rather odd request, but please take these." She said laying her keys on the table.

"I can't take these." I told her.

"At the end of the first day I decided I wanted you to have these when my time in the competition came to an end."

"But your time isn't up yet there's still three days left." Natsu said.

"My time has ended. Lady Minerva will most likely be taking my place. With that Sabertooth five strongest mages will have gathered."

"You weren't one of them." Happy asked.

"I was just a substitute. I had only joined recently."

"But why give up your keys?" Wendy asked.

"They will be happier with Lucy, she is a much better wizard then I am." Yukino told her "With this all twelve golden keys will have gathered, and the gate that changes the world will open."

"Huh?"

"Just some silly legend." Yukino shrugged.

"Still, I can't accept these." I told her "Owners of keys shouldn't change so easily. Bonds are our word after all."

Yukino smiled and picked up her keys "I had a feeling you'd say that. A time will come and the keys will naturally unite on they're own."

Yukino got ready to leave but when she left Natsu ran after her. I looked out the window and saw the two talking. Natsu looked really angry and he ran off. I looked down and saw Yukino was crying.

I went outside and hugged her "What's wrong?"

She just sobbed about not being allowed back. She was pretty distraught so I brought her inside. I took the bathroom and filled the tub.

_A nice hot bath will help her calm down._

Yukino didn't really answer when I talked to her but I managed to get her to undress and into the tub. Eventually she did calm down.

_She looks so good, the way the water glistens on her skin._

"Will you tell me what's wrong now?" I asked.

"I got…kicked out."

_So that's why Natsu was so angry._

"I'm sorry." I said rubbing her back.

I wasn't in the tub with Yukino for obvious reasons. I would very much like to have Yukino, she was a sweet girl but right now she needed a friend not a lover.

"It'll be alright." I said.

Some tears left Yukino's eyes "I'm dirty…"

"Well you're in a bath silly. Just wash up."

"The stain won't ever come off." She said.

"I…I don't understand." I told her.

_Is she saying she was soiled in some way?_

"They…they saw me naked…they made me do it…"

"Oh sweetie." I said hugging her wet body "I'm so sorry."

Yukino cried into my shoulder "I'm filthy!"

"No, no you're not." I told her "You're still gorgeous."

"Do you really think so?" she asked sobbing.

"I know you are. You're so pretty Yukino. Nothing will ever change that."

I felt Yukino's soft naked body pressed against me and there was a stir in my loins.

"Why would anyone want a girl like me…one who's been dirtied like that?"

"I would." I told her "I would still want you." I felt my lips getting closer to Yukino's "I'd want you right this second…"

"Lucy…?"

"Yukino…I want to tell you something…" I said pulling at my skirt "It'll show you that someone still cares about you, it doesn't matter what has happened to you."

When my clothes fell to the floor Yukino was stunned to see what I was packing.

"Lucy…is that…"

"This is my penis Yukino. And it's rock hard for you…I don't care what has happened to you, I'd still love you. I'd love to show you how much I care right now."

_Did I just say I love her? It felt nice…_

I slowly moved my lips forward and started kissing Yukino. She gradually started kissing me back.

"Lucy we shouldn't..."

"Let me make you feel better Yukino." I said "Let me show you how I feel."

As we kissed I felt out supple breasts pressing together. Yukino was starting to kiss me back more and more. After a few minutes I felt her hand brush against my cock.

"Oh~" I gasped as she started rubbing it.

"Lucy…My heart feels so strange." Yukino said.

"Mine to." I said kissing her neck.

Yukino started rubbing me out as I kissed her neck and squeezed her large breasts.

I pinched her nipple between two fingers

"AH!" she gasped "That's so good."

There was a knock on the bathroom door.

"Lucy. Carla and I are going shopping." Wendy said "We'll be back later."

"Alright. Be careful." I said with my hand between Yukino's legs as she rubbed my penis "I'll…Ah…see you….OH! Later."

"Have fun." Wendy giggled walking off.

"Now we can be as loud as we want." I smiled.

Yukino moaned as I shoved my fingers into her "AH!"

Yukino kept rubbing my dick as I played with her folds.

"Oh Yukino I'm so close." I said moving my hand even harder.

"I feel so good." She said as her walls started tightening "HAA!"

Yukino orgasmed and I wasn't far behind.

"UGH!" I shot cum out and covered Yukino's stomach and the floor.

"So warm…" Yukino said touching the semen.

"Do you wanna do more?" I asked hugging her and squeezing her butt.

"Eep!" she yelped as my nails dug into her ample ass "With you…yes."

"Sit up on the counter." I told her.

Yukino hopped up on the sink and we kissed more. Eventually I pulled her down and held her as she wrapped her legs around my waist and her arms around my neck.

"Are you ready Yuki?" I asked.

"Do it Lucy." She whispered in my ear.

I lifted Yukino up and slowly slid inside her. She was tight and I didn't take me long to find her hymen. I held Yukino close and made the painful part as quick as possible.

"AUGHHH!" she screamed as I tore through her virginity.

"Sshhh." I said kissing her cheek "The pain will be gone soon."

We waited a few minutes for Yukino to adjust before it was finally time to start moving again.

"I'll start slow." I told her as I gently moved my hips.

"Oh Lucy…that feels so nice."

_She feels so nice…her pussy feels familiar…why? She was a virgin we'd never done it before…why does this feel so much like…Angel?_

I pushed the thoughts from my mind and went back to pleasing Yukino.

"Lucy it's so good. I fell so good!" Yukino moaned as she bounced up and down.

"You're so warm Yukino." I said matching her movements.

We kept fucking in the bathroom and I pinned Yukino up against the door.

"Oh…oh…OH!" She moaned as her walls suddenly became very tight and she climaxed.

"So tight." I grunted "I'm so close."

"Ha…ha…ha..." Yukino was still panting as I plowed into her.

I felt my balls tingle and I knew what was coming.

"YUKINO!" I started cumming and filling Yukino up.

"So warm!" she yelled out "LUCY!"

I felt her orgasm again as I pumped her full of cum.

Next I moved Yukino to the sink and had her lean up against it. Her round butt looked so good sticking out like that. I walked up and started teasing her entrance.

"Please." She said wiggling her butt "Make me feel good again."

I pushed into Yukino's tight snatch and she moaned at my size.

"Mmmmm. So big."

I grabbed Yukino's hips and started thrusting into her. We were both moaning in pleasure as I stretched her walls and her tight pussy squeezed my cock.

"Yukino you're so good." I said as I fucked her.

"Oh Lucy…you've made me feel so good."

"Yukino stay here."

"Huh?"

"Stay with me. In Fairy Tail. That way I can make you feel like this all the time."

"Me…In Fairy Tail?" she said.

"We'll talk more later let's finish up right now." I said "I'm gonna cum again."

"Wait…cum?" Yukino said "Get out of me! I'm not protected!"

"A little late for that!" I said "I already came in you once!"

"Oh dear…guess it can't be helped." Yukino said.

"Oh Shit! HAAA!" I started cumming inside Yukino again.

"OH LUCY!" Yukino yelled out my name as my seed coated her tight walls.

We moved from the bathroom to the bedroom. I laid Yuki down on the bed and used one of the positions Mavis had showed me last night. I grabbed one of her legs and put it on my shoulder; I slowly slid into her and after a few thrusts started teasing her clit.

"AHH! So good." Yukino moaned "Harder Lucy!"

"With pleasure." I said increasing my speed.

You could hear the bed creaking from my movements and Yukino was moaning loudly. We held that position for a while and Yukino orgasmed about three times before I felt mine coming again.

"Here it comes. YUKINO I'M CUMMING!"

"OHHHHAAA!"

Thick ropes of hot seed shot out and filled Yukino's tight pussy. We wanted to continue but I knew the others would be back soon so we had to get dressed.

"So…about you staying?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Side Chapter Next time- Let's go, back in time.**

**I know you guys want Flare a lot. She's coming. I have big things planned for the Waterpark that one night will be covered by multiple chapters. Flare will get one then. Just hang on a little longer (Probably about Tuesday or Wednesday.)**

**Also I started a new Futanari story. This time our star in Nami from One Piece. If you're interested it's called** _**Nami's Futanari Adventures.** _ **It will be similar to this story (Sex, transformations and the like)**

**ALSO- This story now has a seasonal themed spinoff _Futanari Lucy- Christmas Wishes._ It's similar to this story. Lucy-Clause gives out some gifts that do some strange things to some of the recipients bodies. **

**Originally it was going to be side chapters for this story but it was taking to much space so I decided to do it as it's own story.**

**Till next time!**

 


	36. SS6- Futanari Meredy

_Italics indicate thinking._

_**This Side Story is what happened after the flashback in Chapter 27 (Meredy)** _

* * *

**Years Ago- Ultear's POV**

"No sweetie" I hugged Meredy "You're even more beautiful."

"Really?" Merry sniffed.

I had Meredy sit down and we talked about what her new body would entail. After I explained some of the ins and outs of her body I got to work.

"We need to do some tests." I told her.

"Okay what?"

"I just want to run a general physical to make sure your body is in good shape."

"What do you need me to do?" she asked.

"Just sit and let me run the test.

I poked and prodded at Meredy's body. I could tell she wasn't a big fan of the blood test, she doesn't like needles.

"Okay I already tested it once but I want another semen sample."

"You mean that goo?" Merry said "How do you plan on getting it?"

_She has a good point. I guess I'll have to show her._

"You have to give it to me." I explained.

"How?"

"Take you hand and do this." I said wrapping her palm around her limp rod "It won't do if it's not hard…"

"How do you get it hard?" Merry asked.

"You have to get turned on…I think I have an idea."

I unzipped my jacket and took my shirt off. I stood before Meredy in just my bra and a pair of jeans.

"Umm Ultear what are you doing."

"It's working." I said looking at her penis start to get hard.

_This is kinda embarrassing, turning my own daughter on._

"What's happening to it?" Merry said as her dick stood at attention.

"Now do what I showed you, masturbate."

Meredy started slow and gradually picked up speed. I stood there watching with a vial ready to collect the sample. Meredy was making loud fapping noises as she masturbated. She had started slow but now she was really into it.

"Oh…oh…here it…oh…COMES!" Meredy blew a load all over her stomach and I cleaned it up.

"Excellent job. I don't need you for anything else right now why don't you go take a shower and get cleaned up."

* * *

**Meredy's POV-A few weeks later.**

Ultear had to go out shopping to get clothes for my new body. My training bra no longer fit so I had to wear a real one. Having this 'thing' between my legs is annoying. I kept wrecking all my underwear. It's constantly getting hard and ripping through them. It seems like every night I have to masturbate to get it down so I can sleep.

Which is where I am now, in bed, hand wrapped around my dick, stroking as fast as I could.

"Oh yeah…that's it…mmm so good." I moaned as I jacked off.

Yeah having to masturbate was annoying but it sure felt great.

"I'm so close…HA!" I gasped as I started shooting out cum and covering my smooth stomach "That's better."

"My little girl is growing up."

"Ultear?!" I screamed covering myself.

I saw the look on her face, she was drunk.

"I'm getting so old~!" she whined throwing herself onto my bed.

"Get out of here." I said.

Ultear's head had landed right over my crotch. She grabbed the waistband of my shorts and freed my dick.

"Bad girl you can't even take care of one boner."

"Ultear stop you're not thinking right." I said pushing her off.

"Don't talk back to me girl!" she yelled "Now you are going to fuck the shit out of me understand."

"Are you even listening to yourself?" I asked.

Ultear laid down and started licking my dick.

"AH!" I gasped at the incredible feeling.

"I had a feeling that would ***hic*** Change your mind."

In one swift motion Ultear took me into her mouth and started sucking. I don't know what came over me but I let her keep going.

"Ul it feels so good." I said.

***Slurp*** "A nice thick cock, just what I needed."

Ultear kept sucking as I laid there and moaning. It felt so good, her warm mouth eaf=gerly pleasing me.

"Ultear I think I'm gonna…"

"I wanna taste it." She said tickling my balls.

"I'm cumming!"

I felt ropes of thick jizz start filling up Ultear's mouth she eagerly swallowed the load and then proceeded to get undressed. She stood naked before me glistening in the moonlight.

She straddled my hips and started kissing my neck "I love you sweetie."

I started kissing her back and I could feel Ultear's wet snatch dripping onto my body. Ultear started grinding her large butt against my crotch as we kissed and I could feel myself getting rock hard.

"Mmmmm." Ultear grabbed my dick and teased her entrance before shoving me inside her.

"OH!" I gasped at the sudden change.

She was so warm. Her walls were squeezing the crap out of my dick.

"So big." Ultear groaned "Feels so nice."

Ultear started grinding her hips. The pleasure that was coursing through me, I had never felt this good before. I instinctively grabbed Ultear's big ass and started thrusting my hips to match her movements.

_Lucy Heartfilia Thank you for this gift. I feel so good!_

I squeezed Ultear's ass and started moving more aggresivly.

"Good girl." Ultear smiled "Fuck me."

I could feel my balls slapping into Ultear's thighs. The older woman leaned down and played with my breasts. I had been so focused on the fact that I was now a Futanari that I had forgotten that Lucy's semen also made my older.

I grunted as I slammed into Ultear.

"Oh yes Meredy right there….Mmmmm yes!"

I could feel her starting to get tight. There was a tingling sensation in my ball sack.

"Ultear I'm cumming!"

I felt my hot seed start to fill Ultear's warm vagina.

"OH! MERRY!" She screamed out as she also yelled out in bliss.

We fell asleep after that. I knew the next morning's hung over Ultear would not be happy about what just happened. I didn't care; I nuzzled myself close to her massive motherly bosom and fell asleep.

* * *

Yeah she wasn't happy. Mostly with herself but I was in trouble for not having enough self-control to stop us. Still that didn't stop Ultear from saying now that we did it once we were lovers and she was going to be using me to remove stress.

* * *

**A few Years Later- Shortly After Lucy Meets Meredy and Ultear.**

I had just finished having sex with Lucy. She was so good. She made me feel amazing. I wish I was half as good as she was. I was trekking through the forest when I found the person I was looking for. Standing there looking out at the water clad in a bikini that barely fit.

"Juvia." I said walking up.

"Meredy!" The two of us hugged.

Her breasts were so soft I moved my hands down and touched her large rump.

"Hey!" she yelled "You smell like Lucy-Sama." She mumbled "Then you must know Juvia is for Lucy-Sama only."

"Lucy said I could have you for a bit." I mumbled squeezing her luscious ass.

"Lucy-Sama has put Juvia out on loan?"

"Something like that." I said making her top fall off "I have something to show you."

I pulled my pants down and showed Juvia my gift.

"You're a…"

"Lucy made me like this." I told her "Don't you think you should help me. I won't bully you like her. You can do what you want."

"Juvia only follows orders. Juvia is not allowed to issue commands." The water woman said "Lucy-Sama ordered Juvia to please Meredy."

Juvia got on her knees and started playing with my penis. She licked and stroked before she wrapped her creamy breasts around my cock.

"Oh Juvia they're so soft." I moaned as she started moving her chest up and down.

Juvia kept moving her chest along my dick as I leaned up against a tree and moaned.

"You so thick." Juvia said "It feels so nice smashed between Juvia's breasts."

"Oh Juvia you're so good."

"Juvia is Lucy-Sama's favorite plaything for a reason."

Juvia jiggled her breasts around as I drew closer and closer to my climax.

"Juvia I'm gonna cum soon."

"Cum for Juvia." The girl giggled "Juvia loves Futanari cum!"

"AHHH!" I spewed all over Juvia's pale, slightly tanned, skin.

Juvia got up against the tree and pulled her bottoms off. Her glorious ass on display.

I got up behind Juvia and stuck myself inside her womanhood.

"Oh so large!" she moaned "Meredy is so big."

"Your ass is so big." I said squeezing the supple flesh.

I started thrusting and Juvia's ass slammed into my hips. She was so good. She was soaked and she was warm.

"Oh harder!" Juvia moaned "Please have your way with Juvia!"

"Oh I will."

I grabbed Juvia's waist and start slamming into her.

"Meredy it's so good!" Juvia moaned "You're so different from back then."

"I grew up." I said crashing my hips into her aggressively "I'm a woman now."

Juvia kept moaning as I fucked her up against the tree.

"Juvia I'm gonna cum. I'm gonna fill you up."

"HAA! DO IT!" She moaned orgasaming.

"FUCK!" I jizzed inside Juvia and when I pulled out semen ran down her leg.

Juvia was laying on the ground trying to catch her breath. I got up behind her and started pushing myself into her ass.

"AHH! Juvia's butt!" the girl said in shock.

Her ass was so tight and the cheeks pressed up against my crotch as I fucked her felt so good.

"Fuck yeah Juvia you're so good."

"Oh Meredy!" Juvia moaned.

Juvia kept taking most of my dick into her ass and she loved it. I hadn't felt this good in a long time.

"Juvia I'm gonna cum in your ass."

"No! That is for Lucy-Sama get don't!"

"Then I'll just cover those sweet cheeks of yours with liquid gold."

I pulled out and started jacking off.

"FUCK JUVIA!"

I shot warm cum all over and covered Juvia's fat ass in my seed.

"So warm."

Unfortunately after that we had to leave, but I had the feeling that Ultear and I would see our fellow Harem members soon enough.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- We're going to the water park, and a bet is a bet.**

**Till next time!**

 


	37. Waterpark Part 1- Jenny and Risley

_Italics indicate thinking._

* * *

**Lucy's POV**

I woke up the next morning and Yukino was snuggled up with me in my bed. The first thing we did when she woke up was go see Master so Yukino could become a member of Fairy Tail.

When we got to the stands where the guild was I could hear people mumbling about Yukino. I explained the situation to master and he was more than willing to let Yukino into the guild. Yukino got her guild mark and I introduced her to some people.

"This is my little sister Michelle and this is my friend Sorano."

When Angel turned around to say hello her eyes went wide. She looked like she'd see a ghost.

"Yukino…"

Yukino looked shocked as well.

"Are you okay? I know she used to be bad but she's a good person."

"Sorano!" Yukino ran forward and started hugging Angel.

The two of them were crying but they didn't look sad.

"Yuki…"

"Sora…I missed you Big Sis…"

"Wait you two are…" Michelle and I were pretty surprised.

_That would explain why they seemed so similar._

"We can explain later. Lucy you have to go get ready for the games."

I left the two there and met up with my team. Erza competed in the first event and she crushed it. She broke the game and they had to come up with a new event for the other contestants. After that they decided to use a MPF to rank the contestants. Erza's friend Millianna, who happened to be the girl in the hood, went first. It didn't take to long for her high number to get blown away. The final one to go was Cana who used Fairy Glitter and broke the machine. Fairy Tail earned first and second in the event.

In the battle portion Millianna fought and nearly fell out of her top the entire time.

_I don't remember them being that big. And I don't remember her wearing so little. Not that I'm complaining…maybe Erza will bring her around some time…_

After that Sabertooth and Blue Pegasus fought. Sabertooth won. Then Laxus had to fight Alexei from the Raven Tail. At first he looked like he was losing but it turned out that he was fighting behind an illusion the whole time and won. After that the council dragged the members of Raven Tail off.

"I hope Flare will be okay." I mumbled.

"Why is it so you can fool around with her?" Erza whispered.

"NO!" I said "I just hope she doesn't get hit anymore."

Erza just smiled "You're a good person."

In the final fight Wendy had to fight the Sherry look alike from Lamia Scale. Turned out her name was Chelia, Sherry's cousin. It another dramatic revel we learned she had God Slayer Magic. Wendy tried her hardest and managed to come away with a tie. After that we did the usual thing and went to the bar, after that we all decided to go to the waterpark that was in town.

* * *

I was admiring the view in the locker room as various girls changed. It was heaven! Erza, Mira, Michelle, Yukino, and girls of all shapes and sizes were getting changed. As a sign of good faith I let Juvia wear the bikini she said she had brought just for me. It was purple with polka dots and a skirt like bottom.

"It's covering your ass." I said.

"Juvia thought Lucy-Sama would like it…" she pouted looking upset.

"Fine…"

Once pretty much everyone was out of the room I started to get changed. The only person still there was Erza.

"That yellow Bikini's nice." I told her.

"This is my legendary swimsuit. It cannot be destroyed." She explained.

That yellow suit looked stunning. It showed off Erza's body perfectly. I had just tied my top and was in the process of putting on my bottoms.

"Come here for a sec." I waved Erza over.

She stepped closer and I shoved my face into her chest and pinned her against the locker.

"Erza~"

"Lucy not so loud. Someone might hear."

"Then you better keep quiet. Now turn around."

Erza faced the lockers and I moved her trunks down and teased her entrance.

"We're not even in the water and you're already wet."

I ran my fingers over her warmth.

"Lucy~"

"Mmmmm" I slowly pushed into Erza and grabbed her hips.

I pulled on Erza's waist and started fucking her in the locker room.

"Oh Lucy it's so good." Erza whispered.

I reached forward and grabbed Erza's breasts as I took her from behind.

"Great as always Erza." I said.

"Lucy…harder!"

I spanked her "Don't yell."

"Sorry."

I increased my speed "Do you remember the alley Erza, it's just like that. Someone could come around the corner any second."

Erza hissed as I slammed my hips harder.

"Imagine if someone came around that corner and saw you like this…"

"No." she mumbled.

_Erza gets embarrassed so easily, it's kinda fun._

"Just think I could take you out to the pool and fuck you in the middle of the park."

Erza wiggled her hips "Hmmmm~"

"You'd like that wouldn't you Erza? You're an exhibitionist aren't you Erza."

"No."

"Just admit it you like the thrill of someone seeing you. I idea of someone watching me fuck the shit out of you turns you on."

"No…"

"I can feel you getting wetter Erza. I can see the blush on your face." I stopped thrusting "I won't let you cum till you admit it."

"No…I don't…"

I teased her nipples "I wonder if someone can hear you right now. Imagine them hearing the great Erza Scarlet being someone's bitch."

"I…I like it…" Erza mumbled.

"What was that?"

"I like it when people watch!"

I slammed my hips into Erza a few more times "You can cum now."

"LUCY!" I felt her get tight and I was about to cum to.

_She was really holding it in._

"OH ERZA!" I pumped Erza full of cum and left her in the locker room "I'm going outside clean yourself up."

I walked out of the locker room and out to the park. I admired the females in the park, booth in the guild and not. Bisca and her motherly breasts were about to burst through her bikini top. Lisanna looked good in hers and Sorano and Yukino were talking in similar outfits. Even Laki and Kinana looked sexy. For some reason Cana was wearing a bra…I won't complain.

"Take that Mira!" I looked over just in time to see Mira's strapless top get pulled off.

_A miracle from above!_

Mira and Lisanna were talking with Jenny from Blue Pegasus, and a thin Risley from Mermaid Heel

Mira unfortunately covered her chest, but she did the go and pull Jenny's bottoms off.

_Today is a glorious day!_

I saw Mira turn around and notice me "Lucy come here!"

I walked over and Jenny was on the ground sobbing.

"Lisanna is the thing ready?" Mira asked.

"All set big sis." Lisanna smiled.

"Jenny it's time for you to fulfil out agreement."

***Sniff*** "Fine."

Risley insisted on following us. I was surprised to see her in a thinner body. Normally she was all about being chubby. I don't understand her at all, if you have the option to look better why not take it?

When Mira stopped we were in front of a cabana. Mira unlocked the door and let the three of us in. there was a bed, a fridge and a couch.

"What do you need me back here for?" Jenny asked.

"Since you lost you have to listen to me. From now on you belong to Lucy."

"Huh?"

I was already on the bed jacking off "I'm ready whenever you are."

"What the hell!"

"And since you saw." Mira said coming behind Risley and sticking a hand down her skirt "You have to play along to. Lucy we reserved this cabana for the night so when you finish up with these two feel free to bring any one you want back here. It's soundproof so be as loud as you want. Not even the employees will bother you."

Mira walked the fresh meat over and pushed them on the bed.

"Come on I don't have all day." I said "Let's get started."

"Jenny suck her cock." Mira commanded "You suck her tits…NOW!"

The two quickly moved their heads towards their assigned locations and started sucking. For a second Risley started growing chubby again.

I slapped her ass "Stay thin."

She quickly returned to the preferred form and kept sucking my tits. Jenny was going down on me like an expert.

"You must do this a lot Jenny." I said "You're incredible. I already think I might cum all over that beautiful face."

Jenny moaned with her lips around my cock. I saw Mira had moved her bottoms and was licking Jenny. I reached around and played with Risley's folds making her bite my nipple.

"Oh Jenny I'm so close."

"You hear that." Mira whispered "Lucy's gonna make you swallow all her tasty cum."

"AHH!" I started cumming and filling Jenny's mouth with jizz.

"Come here." Mira said starting to kiss Jenny "I want a taste."

Those two swapped cum and saliva. I stared making out with Risley. The girls lined up on the bed. All of them with their asses facing me, pussies lined up ready to be fucked.

"You're first." I said getting behind Risley and rubbing her ass.

"Mmmmm."

I got up on her ass and entered her.

"Ohh!"

She was nice and tight. Mira and Jenny were kissing as I plowed into the tanned skin woman. Risley's body was thin but her ass was still plump. I could feel the fat cheeks slamming into me as a fucked her.

"Oh...oh...so good!" She moaned.

"You're so tight." I groaned "You make my cock feel so good."

I kept plowing into Risley and Mira kept playing with Jenny's body.

"Lucy!" Risley moaned "I'm so close!"

My balls kept slapping into Risley's fat ass "Me to. I gonna cum!"

"AHHH!" we both came at the same time and I filled Risley up.

She laid down on the bed and I moved over to Mira. She and Jenny were kissing.

"OH!" Mira moaned when I entered her.

Mira was as good as ever, warm and tight. Jenny sucked on Mira's nipples as I plowed into the white haired girl.

"Lucy it's been so long!" Mira moaned.

"You're so soft Mira." Jenny said squeezing her rival's chest "Still so young."

Mira kissed Jenny "I like the preview. Now I don't have to wait for the magazine."

"Mira" I said "I love your gift. I can't wait to do her next."

"She's already so wet." Mira said licking Jenny "Once you finish with me you can do all you want with her."

"It won't be long." I said "I'm gonna fill you up."

"Do it. Fuck me harder!"

I gave Mira a few more thrusts when I felt my balls tingle.

"MIRA!"

I blew my load inside Mira and got ready to do Jenny next.

"A model just for me." I said kissing Jenny's neck.

"Ah~" she moaned as I whispered nothings into her ear.

Jenny was sitting in my lap and my dick was rubbing against her inner thigh. I moved around and slowly pushed into Jenny.

"OH~!" she groaned as I pushed into her tight snatch.

I laid back and Jenny started grinding her hips.

"Thank God I made that bet!"

Jenny was good, she was a pro. She moved her hips in all kinds of ways she grabbed my chest and pinched my nipples as she did it.

"Oh fuck it's so big!" She moaned "Lucy! I want more!"

I grabbed her hips and started thrusting rapidly. She was screaming out in pleasure. She looked so sexy I kept driving into her and loving the sound of our hips clapping together.

"I'm so close!" Jenny moaned "Just a little more!"

"You're so tight…I'm gonna cum to." I warned.

"Fill me like you did with Mira!"

"Ugh!" I groaned as semen started getting shot out "JENNY!"

"HAA! LUCY!"

After I pulled out of Jenny I washed myself off in the private shower and got my Bikini back on. I tucked everything away, fixed my hair and made my boobs look good and headed back out to the park.

"You guys better be gone when I get back, I might need this room for someone else." I told Jenny and Risley "Stop by again sometime if you're looking for cock. Mira can fill you in."

_I wonder who else will get brought in there tonight._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Lucy's gotten a lot more outgoing since this story started but she might be flying a little too close to the sun.**

**There's a poll open for a potential new story (I may oor may not write one I'm just looking to gauge interest)**

**Till Next Time!**

 


	38. Waterpark Part 2- Flare

_Italics indicate thinking._

* * *

**Lucy's POV**

I exited the cabana and walked around the park. Everyone looked so sexy in their swimsuits, even Mavis had joined us. I kept up my little tour and came across two people that didn't belong.

"What are you two doing?"

Virgo was floating around on her back and Aquarius was in a tube.

"Aquarius invited me." Virgo said.

"And I felt like going for a swim, I am a water spirit. That and I hate being cramped up in that tiny hotel room you got me."

"I didn't summon you Virgo, why are you here?"

"I'm Aquarius bodyguard." The maid explained.

"What?"

"Since Aquarius is the first spirit in centuries to be giving birth to a human spirit hybrid, the Spirit King ordered me not to leave her side."

"Oh great so you're gonna be hanging around all the time to." I mumbled.

"Yes Princess we will be seeing much more of each other. What would you like for breakfast tomorrow?"

"Nothing…Well you better do a job of protecting her; you know how the guild gets. I expect that baby to be kept in one piece."

"I can take care of myself." Aquarius mumbled.

"I shall do my best." Virgo saluted "Oh a girl was here looking for you earlier but we hadn't seen you so she left."

"What was her name?"

"Didn't get it." Aquarius shrugged.

"What a great help you two are."

I left the two spirits in the small pool and continued my walk around the park. I waved to everyone I saw.

"Blondie…"

I jumped at the use of that nickname and fell on my face.

"Ow, that was silly of me."

I looked back up and saw Flare standing there. I thought all the blood in my body might rush out my nose that very second. She was wearing a red one piece that only covered her breasts and her womanly parts, her stomach was exposed. Her huge chest looked like it could spill out at any moment.

"You're from Raven Tail." I said spooked.

Suddenly a very strange image of Flare picking me up by her hair and ripping my clothes off flashed through my mind.

_Even if we were doing that I'd be the one in control not her._

"I thought you got arrested."

"I broke the rules not the law." The red head explained "They let me go."

"Why are you here?" I said standing up.

"I'm sorry." She whispered "That's all I wanted."

Hearing that made me smile. Flare was turning to leave but I grabbed her wrist.

"Huh?"

"Stay let's hang out." I said.

"What?"

"Come on!" I said pulling her along "Let's go have fun!"

Flare was pretty surprised that I wanted to be her friend. I dragged her to lazy river and other attractions and it wasn't long before I saw her smile. She looked so cute.

"Why are you doing this?" she said as we sat down for a drink.

"Cause I want to, you're my friend."

Flare looked at the ground "Oh…"

"I'm your friend to right?"

"Um…sure…"

Hearing that made me smile.

"Are you gonna be okay?" I asked "They won't hurt you anymore right?"

"Hmm?" she looked at me somewhat scared.

"It's okay to be scared." I said holding her hand "Why don't you stay here I can protect you."

"Don't say things like that." She mumbled.

"I'm serious. I…feel this need to just hold you close and make sure you're okay."

Flare just looked at me "What is it you're doing to me?"

"Huh?"

"You make…my chest feel all tingly."

Flare and I were standing there in the middle of the park having what a bystander might think was some kind of love confession.

_I need to do this, I have to show her._

I grabbed Flare and pulled her into a hug. Our bodies felt so right pressed together like that, our breasts mashing together thought our suits. Having her close I could already feel a hard on coming.

"Blondie…"

"Flare I do care." I looked her in the eye "Please don't go. I'm afraid I might never see you again."

Our lips were dangerously close for being out in the open.

"Listen." I said "I have a cabana not too far from here why don't we go talk there?"

"Alright…lead the way blondie."

I took Flare to the mini house Miri had set up and was happy to see no one inside when we got there.

"Nice place you got here." Flare shrugged.

I sat on the couch with Flare and tried to talk to her but it seemed like both of us were afraid to confront feeling we knew were boiling close to the surface.

"Hey Blondie..."

"You can call me Lucy." I told her.

"Umm…Lucy…back when we fought you seemed really terrified of being striped in front of the crowd…"

"Well every girl would be." I shrugged.

"You more than most." She said "I heard a rumor…is it true that you're a…"

_Where the hell did she hear something like that?!_

"Are you a Futanari?"

"How did you here that?" I demanded.

"So it is true.' Flare said looking down.

"Who told you?" I said.

_Someone's about to get the punishment of a life time._

"I don't know their names. It was a woman pink hair and a woman with long blue hair; they were in a small pool earlier."

_Those two are gonna get it big time!_

"May I see?" Flare said "I need to know something?"

"Huh?"

Flare's hair moved and pulled my bikini bottoms down exposing my half hard dick to the air of the cabana.

"Hmmm." Flare hummed to herself while looking at it.

"Can you not just pull them down like that." I said.

"This feeling is back." She said putting a hand on her breast "The ache. You said you wanted to protect me? I feel the same way…"

"Flare." I said getting close "I feel it to."

Our faces were close, our lips mere inches from each other's.

"Blond…Lucy…"

"Flare…"

Our lips slowly pressed together and we slowly kissed. This wasn't a make out kiss like with some of the other girls, these were tender loving kisses.

"Flare I…I think."

"Sshhh." She said putting a finger to my mouth and shaking her head no "Don't say something like that. Once you do you can't take it back."

I slowly sucked on the finger on my lips "I won't want to take it back."

Flare and I laid down on the bed and kissed.

"Lucy…I…"

"Sshhh." I said covering her lips like she had mine "I know, me to."

The faint smile that crossed Flare's lips made my heart tremble. As we kissed I slowly moved the thick straps of her bathing suit. At the same time I felt Flare fiddling with the strings of my top. Soon we were both naked with our bodies pressed tightly together.

"Lucy." Flare smirked "You're poking me."

"Sorry." I blushed.

Flare stood up, and for the first time I saw her in all her glory, he amazing curves, her long flowing hair, and creamy skin. Flare went down by my cock and flicked it.

I yelped "Ouch."

Flare giggled, it was cute. She got down and wrapped her large chest around my stiff rod.

"Oh!" I gasped at the sheer warmth of her breasts.

Flare got her deep cleavage all lubed up and started moving her chest up and down. I couldn't even see the tip of my penis when she pressed down all the way, and I was a big girl.

Flare didn't say much as she tit fucked me. The only sound in the room was my moans or the occasional sound of Flare adding more spit. Halfway through Flare's hair came up and teased my nipples.

"Stop it that tickles." I laughed.

"You feel so good Lucy." She said bouncing her boobs up and down.

Flare kept moving her massive chest and it wasn't long before I was ready to cum.

"Flare…I'm gonna…"

"Do it blondie." She said.

"HAAAAA!"

I shot thick ropes of cum out and they landed on Flare's chest. She picked some up and licked it off her finger.

"Mmmmm yummy." She said lying next to me.

"Let me do you." I said having her spread her legs.

I put my head between Flare's thighs and started teasing her pussy. She was already pretty wet so I just flicked my tongue over her clit a few times before I started probing her folds.

"Oh~" she moaned "Lucy~"

She tasted nice, the best pussy I had ever tasted. I felt Flare put her fingers in my hair and push my face harder into her pussy. I stared using my fingers and my tongue and Flare got even louder.

Suddenly I felt something slap my ass. Flare's hair was near my back and it had just spanked me. Flare giggled at my face and slapped me again.

"Eep! Stop it." I giggled.

This time Flare started tickling my butt while I ate her out.

"Hahaha! Stop that tickles!"

I kept my fingers moving while Flare messed around with me.

"Blondie I'm gonna…AHH!" I felt Flare's walls get tight around my fingers as she came.

I got up and laid down next to Flare. She went spread eagle and I lined up by her entrance. When Flare nodded her head I slowly pushed into her and we both moaned at the feeling.

"So big~" Flare hissed.

"So tight." I groaned.

I started thrusting into Flare and she moaned. I moved in and started kissing her. I felt her hair wrap around me and pull me closer to her body. Out breasts where smashing together in what I'm sure would have been a glorious sight.

"Oh Flare!" I moaned "You feel so good."

"Harder Lucy!"

I increased my speed and Flare got even louder. She was so good; her pussy was so warm and tight. The way our lips felt as they kissed, I was in heaven.

"Flare I can't hold on much longer."

"Me to cum for me Lucy, cum inside me!"

I rammed into Flare a few more times before I felt my release coming.

"I'M CUMMING!"

I felt Flare's walls get tight as I came "OHHHHH!"

I jizzed and filled Flare's tight pussy with cum.

Next Flare had me move so I was spooning her. Once I was ready I got close to her entrance.

""Oh Lucy~" Flare moaned as I slowly entered her.

I hummed in response to the feel of her warm rigid walls. I moved my hips and started fucking Flare from behind. I reached up and got a good grip on her big breasts as I did it. While I plowed in to her I played with her nipples and pulled her close with the other arm.

"Oh I feel incredible!" Flare moaned "More!"

I started sucking on Flare's neck and she got up and made my cock fall out.

"I want to see you when it happens." She said lying down and facing me.

I pulled Flare close, our bodies pressed tightly together, and stuck it back in her. I looked her in the eyes as I made love to her. I felt so powerful hugging her like that as we did it. She looked so much sexier than she had when we fought. Maybe it was because she was naked or maybe it was because we loved each other, maybe it was just the fact that she had opened up to me or because she was happy. I wasn't sure, but I knew that Flare looked so much better than she had.

"Lucy I'm gonna…"

"Me too Flare, cum with me." I gave Flare a few thrusts and hugged her harder as her body shuddered.

"LUCY!"

I felt my cock start filling Flare with my warm seed "FLARE!"

After that we both laid there in the afterglow. Appreciating each other and just wanting to spend time together.

Flare looked up from leaning her head in my chest and smiled. She snuggled her head into the crook of my neck and started to fall asleep. I was just happy that my beloved Flare was safe and happy.

Right before she drifted off to sleep I heard her mumble "I love you Lucy."

I kissed the top of her head "I love you to Flare."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Dear God in Heaven!**

**Till Next Time!**

 


	39. Breath of God- Chelia

_Italics indicate thinking._

* * *

**Lucy's POV**

When I woke up I looked at the clock. Flare and I had taken a short power nap, about two hours. The park was still open but I was in no hurry to get up. I laid in bed and traced the X-shaped scar on Flare's shoulder.

"Big sister?" Michelle said peaking in "Here you are, no one had seen you in a while we were getting worried."

"Sorry I was spending some time with Flare."

The red head stirred in her sleep "What time is it?"

"We were out for about two hours." I said "Why don't you go take a shower."

Flare got up and went to the shower, hair dragging behind her, while I sat on the bed. Michelle got up and laid down next to me. The two of looked at each other and began kissing.

"Lucy~" Michelle licked her lips and went down by my crotch.

Michelle flicked her tongue over the tip and started working the shaft. She was sucking expertly. I heard the water in the bathroom stop and Flare walked out.

"I figured as much." She mumbled walked over and taking a seat next to me.

She put her ass in my face and started helping Michelle lick my penis.

I could feel their two tongues battling for dominance over my cock. I was licking Flare while they did this.

"I think I'm gonna cum soon." I warned them "You two are just too good."

I felt them both do one long lick up the shaft and my balls tightened.

"HAA!" I shot some cum out and when I got up it was all over their faces.

The two kissed the cum off each other before we got dressed and headed back out to the park.

* * *

I wanted to get Flare into the guild but she said there were a few things she needed to take care of first but she would come by later to have my fulfil my promise.

"Ah Lucy there you are." Sherry said coming up and hugging me "I need a favor."

"Huh what?"

"I came to the park with my cousin and I was kinda hoping you'd…ya know…let me watch while you two did it?"

"What no!" I yelled "She's like fifteen!"

"Well can't you just do what you did to Wendy?"

"What happened to Wendy was an accident." I explained "Besides I would need to get semen on her to make a transformation 'maybe' happen."

"Dammit I was really looking forward to this." Sherry mumbled "I have an idea!"

"What?"

"I take you to the cabana." She held up her beach bag "Chelia's bikini is in here. I get you off you cum on the outfit, she puts it on none the wiser. Maybe she changes maybe she doesn't but she won't have to know."

"I don't know."

"Please Lucy." She pouted.

I couldn't resist that look "Fine."

"Yay!"

Sherry and I went to the cabana and she started jacking me off. Her hands were so soft and she was moving them so fast.

"Come on we need a nice big load Lucy."

Sherry kept stroking her hand rapidly and before long I was gonna blow.

"Here it comes!" I warned.

Sherry wrapped the bikini top around my dick and I exploded all over it.

"Excellent." Sherry smiled and held up the cum stained bikini.

The top had cum in the cups and on the strings. Sherry wiped off some of the excess to avoid Chelia noticing. She tucked the top into her bag and we headed back out into the park, we barely made it out of the cabana when Chelia came up to us.

"Hey Sherry have you seen my bathing suit? I think I may have forgotten it at the inn."

"Yeah it's in my bag." Sherry said.

"Hand it over I wanna swim." Chelia said tapping her foot.

"Here." Sherry had a faint smirk as she gave her cousin the potential dangerous suit "Why don't you use the bathroom in Lucy's cabana to change."

"Alright."

Chelia went into the bathroom and closed the door.

"I'm so excited." Sherry said shivering "I hope this works."

"Yeah." I mumbled.

I'd never forcibly tried to change anyone so I was more curious to see if it would work. I felt kinda bad, what if Chelia didn't want this…then again I wasn't sure anyone wanted to change but they grew into the changes quickly.

There was a crashing noise in the bathroom and Sherry and I ran over to check.

"HAA!" we opened the door to find the bikini clad Chelia grabbing the sink as her hair and body were growing longer.

_It worked._

"Sherry something's wrong." Chelia said "I feel weird!"

"Just let it happen." Sherry told her "It'll pass soon."

"OHH!" Chelia moaned and dropped to the floor as her face became more mature and her breasts started growing.

"They're growing!" In my opinion Sherry was a little too into watching her cousin change.

Chelia's bikini was stretched tight across her expanding chest. They were getting big, at least as large as Wendy or I was. Her ass was also growing gaining flesh and a little bit of jiggle.

"AHHH!"

***SNAP!***

The strings of Chelia's bikini ripped and her large tits spilled out.

"OHH! My body!"

Chelia was panting on the floor and it appeared to be over.

"MMMM!" she sat up and groaned as her nipples were sucked in by her puffy areoles.

_Inverted nipples! That's kinda hot!_

After that Chelia stopped changing and stood up. She was about as tall as Sherry, in other words taller than me. Her hair had broken free of its pigtails and was down to her mid back. She had a nice bubble butt and tiny waist. Her breasts were about the same size as mine and they were capped with little areolas that had sucked in her nipples. The tips of her nips were just peeking out.

"What happened to me?! Where are my nipples?"

Sherry walked up behind her and started squeezing the girl chest.

"Sherry! Stop!" Chelia moaned as her cousin teased her chest.

"Lucy there's a new plaything ready for you." Sherry cooed.

I couldn't deny Chelia was sexy. I wanted to drag her to the bed and fuck the shit out of her. I took Chelia's hand and pulled her to the bed.

"Why don't a show you something." I said taking my bottoms off "Shouldn't you thank me for giving you that body?"

"What the…"

"When this happened to Wendy she was much more outgoing." I said teasing her areolas.

"Wendy?"

"She's got a form like this two? Might even be out in the park right now."

I pushed my finger just passed her tit flesh and into the nipple to tease her tips. I looked over and saw Sherry was on the couch with a hand down her pants and another up her shirt.

"I have so much to tell you Chelia. Don't you want to see what it's like to be an adult." I said kissing her neck.

"Ha…Lucy…show me…"

"Gladly." I said laying her down and kissing her lips.

Her lips were soft and she kissed back. As we kissed I saw her nipple emerge from their cave and stand at attention. I leaned down and sucked on them.

"Oh!"

I licked and played with Chelia's big nipples. I ran my hand through her hair and squeezed her large ass. Chelia moaned again and I could hear Sherry fingering herself. I was getting rock hard and I took Chelia hand and wrapped it around my shaft.

"Jerk it." I told her "Stroke my fat cock."

Chelia was old enough to know about all the things associated with sex. She wasted no time rubbing my cock quickly while I played with her large chest. I moved a finger down and stared rubbing her clit between my fingers.

"Ah Lucy that feels so good." She moaned as I pushed a finger inside her.

I took control and got on top of Chelia. Out chests slammed together as we kissed and I kept fingering her. I felt myself come upon a wall and I tore through her virginity. Chelia bit down on my lip as I held her close.

After her pain passed she pulled her legs up towards her chest and I got set between her legs. I laid on top of her legs and entered her tight walls.

"AH!" she moaned "So good!"

I groaned at Chelia's tightness and started rocking back and forth fucking her. Sherry was still off to the side enjoying the show.

"Lucy this feels amazing." Chelia said digging her nails into my back and I plowed her "Thank you!"

"You're doing great Chelia." I said leaning in a kissing her "The others will love you."

"Harder Lucy." Chelia said "I want more!"

I fulfilled her request and started fucking her rapidly. Moans filled the cabana as I tore into Chelia while Sherry fingered herself.

"Lucy I think I'm gonna…"

"Me to Chelia just a little more."

I gave the fresh pussy a few more thrusts before I felt my release coming.

"OH LUCY!" Chelia moaned as her walls clamped down in sweet release.

"CHELIA!" I pulled out and came all over the pink haired girls large breasts.

We laid on the bed, did the usual check to make sure Chelia could switch back and forth.

"I actually wanted to swim. How can I go back out? The bikini for my younger body is torn apart and I don't have one that will fit the adult body."

"Hang on a sec." I said running out of the cabana.

* * *

I found the girls I was looking for in a small pool, Wendy and Carla were in there normal bodies in a small hot tub.

"Wendy do you have the bikini for your adult body on you." I asked.

"Of course we have the ones for our other bodies. I wasn't sure if you'd let us out tonight so I brought them just in case."

"Do you think I could borrow one?" I said.

"I think you look fine in that one." Carla commented.

"It's for someone else."

Wendy smirked "I'll let you use it but you have to let us change into our other forms."

_When did she become so clever?_

"Okay." I mumbled "But please be careful."

"Alright!" Wendy cheered.

"Woot." Carla deadpanned.

Carla liked her human body but was also fine with her cat form. Wendy on the other hand took any opportunity she could to use the adult body.

The two grabbed their bags and followed me back to the cabana.

"Chelia?" Wendy said confused as to why her friend was here "Lucy is this who needs one of my outfits?"

"Yes."

"I see." Wendy said "Get big I wanna see."

"Wendy? Why are you here?"

Wendy sighed and grew up before Chelia's eyes "I'm the one who might have clothes that fit you."

"You to?"

Carla groaned and became her cat girl self.

"What heck!"

"Let's go." Wendy said throwing Chelia a bikini "Get changed.

Chelia harnessed her magic and shifted into an adult.

"Sexy." Wendy said looking the girl over "We look smoking hot."

"You're very pretty." Chelia said tying her top.

Wendy was in her green and blue bikini; Carla was wearing a white tube top and a white skirt like bottom with a hole for her tail. Chelia had been squeezed into a red strapless top and bottoms.

"You three look great." Sherry smiled.

"You're free to wander the park, just be careful and don't spill the beans." I warned.

Wendy grabbed the hands of her friends and pulled them out to the park.

"Another satisfied customer." I mumbled following them out of the cabana.

* * *

**AN**

**Thank you for reading. Feedback is appreciated Feel free to message me any questions or concerns.**

**Suggest who you want to see in a future chapter or side story.**

**Next Chapter Hint- Ride the Love Slide with me Lucy-Sama!**

**Till Next Time!**

 


	40. Love- Bisca and Juvia

_Italics indicate thinking_

* * *

**Lucy's POV**

After tucking myself in to my bikini bottoms I went back out into the park. Everyone seemed to be having a good time. Sorano and Yukino were having drinks together, Laki and Kinana were hanging around. I saw that Carla only had her feet in the water.

_I wonder if she's afraid of water._

Wendy and Chelia weren't far from her and random men were hitting on them and Cana wasn't far off hanging out with Quatro Cerberus.

_They're mine._

Mira and Lisanna were talking with Jenny and Risley. Erza was tanning.

_I haven't seen Juvia all day; I wonder what she's up to?_

I sat down on the ledge of one of the smaller pools and put my legs in. The water was nice and relaxing.

"Lucy…"

I looked back to see Flare was there.

"Hey." I smiled "Come sit."

Flare took a seat next to me and put her feet in the water.

"Did you take care of that stuff?" I asked.

"Yeah…I'm all set…"

"Great. We'll get you in the guild soon." I gave Flare a smile and was happy to see a small grin on her face.

_Every time she smiles I feel even happier._

Flare scooted a little closer and our fingers brushed up against each other's. There was something special about Flare, she was someone I wasn't afraid to show affection with in public. I moved closer and put my hand on top of hers.

"Lucy…"

I smiled and she smiled back, then we both giggled.

_I feel so goofy with Flare._

The two of us sat there talking and holding hands. I love all my girls but Flare…is just different…I can't put it into words.

"Hey Lucy."

I heard Bisca call me and Flare suddenly pulled her hand away from mine.

_It feels so cold now…_

"Can you come here a second."

"I'll be right back." I told Flare.

I went over to talk with Bisca.

"Hey what's up?"

"What are you doing?" she said with a small amount of venom in her voice.

"Huh?"

"Hanging out with that Raven Girl. Don't you remember she tried to kill our daughter?"

Bisca was starting to get loud and upset.

"I'm looking past that." I told her "I've forgiven Flare. She's already had it hard enough."

"I can't believe this." Bisca mumbled "What part of she tried to kill Asuka don't you understand. I don't want that bitch anywhere near you or our family."

"Bisca stop it." I told her "You're being rude. Flare is a nice girl…I…"

"You what?"

"It's nothing…"

"No it is something Lucy!" Bisca yelled "I need to know if you think you love the woman who tried to kill Asuka."

"Fine I think I do…Asuka would understand" I mumbled "This isn't about Asuka is it Bisca?"

"What are you talking about?" Bisca said getting defensive.

"You've never been upset about me spending time with other girls before so why now?"

"I'm just…looking out for my daughter…"

"Don't lie to me." I said pleading with her "What's wrong?"

Bisca balled her hands into fists "I feel so…unwanted."

"What?" I said in a concerned voice having Bisca take a seat "Why?"

"Because…it just seems like all your time goes to other girls and not me. I at least had the fact that I was the only one you fathered a child with going for me but now I've lost that to."

"Oh Bisca." I said putting an arm around her shoulder "I'm sorry. I just thought that you were okay with it."

"Okay with what?"

"Managing twenty some girls who all have feelings for you can get difficult, there just aren't enough hours in the day. Every one of you is important to me and sure sometimes I do give a little special treatment to one person, but that's because they need it."

Bisca remained quiet.

"Right now there are girls that just need me for a little longer. Aquarius is having my baby she needs me to be around a little more often. Flare and Yukino have had a rough few days so they need me to show them some extra love. But when I do that someone else loses some of the love I can show them. You're the most mature Bisca, the one with a kid. I just thought you were okay with me using some of my love for you to help them when they needed it. I didn't think you'd feel left out."

"So I'm just inferior."

"No!" I said "You're so selfless to be willing to give up time with me so I can spend it with someone who needs it. I love you so much Bisca you know that. I'm sorry if I haven't made that clear recently. From now I'll work harder to make sure I can show everyone the love they need without having to take some away from another girl."

"Lucy…"

"I'm sorry Bisca." I said hugging her "I love you."

"Love you to." She whispered in my ear.

"All better?" I asked when we broke our embrace

"A little."

"Where's Asuka?" I asked.

"With Virgo." She explained "The two seem to get along okay."

"Well if she's babysitting." I smirked "You wanna?"

Bisca smiled "You do owe me for missed time."

"Let's hurry, seeing you in that bikini has be about to rip though my suit."

I grabbed Bisca's hand and we headed to the cabana. We pushed through the door engaged in a powerful lip lock.

"Oh Lucy~" Bisca moaned as I sucked on her neck and groped her large boobs.

"You're so sexy Bisca." I said taking my bikini bottoms off "I say it all the time but you're such a MILF."

Bisca laughed and flipped me over "I don't like that language, you make me feel old."

"Bisca?"

***Slap!**

"OW!"

"I think you need to be punished young lady." Bisca whispered in my ear "You're a bad girl."

Bisca spanked me again and started saying how I needed to be punished for being naughty.

"Bisca stop."

"BAD GIRL! You don't talk back to Mother!"

My ass was raw when she stopped. There was a lingering stinging sensation.

"I bet you're hungry." Bisca said shoving my head into her breasts "Suck."

I put my mouth around Bisca's nipple and started sucking. Nothing came out but she pushed my head into her breast and acted like she was feeding a baby.

_This is getting really weird…I'm kinda turned on…_

While Bisca made me suck her tits I fingered myself. I had a raging hard on as well.

"Bisca I need you." I mumbled rubbing my dick.

"Oh Lucy." Bisca took my cock into her mouth and started sucking.

"Oh Yeah~"

I groaned and moaned as Bisca sucked my cock and made sexy faces.

"Hmmmm." Bisca moaned around my cock and I knew my climax was close.

"Bisca…I'm gonna…"

"Cover my face Lucy." She said stroking me "Cover me in your hot jizz."

Bisca gave me a few more strokes and I felt my climax coming.

"OHH BISCA!" I shot ropes of cum out and covered Bisca's face and chest.

"So warm~" Bisca cooed.

The two of us laid there panting.

"Thank you Lucy." Bisca said "I'm sorry I got upset."

"No problem." I said getting dressed again "Anytime."

* * *

I headed back out to the park and found Flare braiding her hair.

"Guess who?" I said covering her eyes.

"You're back." She smiled "Is everything alright?"

"Yeah Bisca was just going through some stuff."

"It was me wasn't it?" Flare said "That girl from the first day, that was her mother, wasn't it?"

"Yes…I'm also her mother."

"Oh god." Flare said putting her head in her hands "You must think I'm terrible."

"No." I said hugging her "It's okay I forgive you. Don't get upset."

"Why." Flare sniffed "Why are you so nice to me? I threatened your daughter and no one in your guild likes me. So why do you treat me so differently?"

"Cause I love you silly." I smiled.

"Lucy-Sama Loves Flare?"

We looked down and you could see Juvia's face in the water

"Juvia is getting left behind. She must step up her efforts to please Lucy-Sama!" Juvia burst from the water and grabbed my wrist "Come ride the Love-Love Slide with Juvia!"

"Lucy?!" Flare yelled after me.

"I'm fine! Go to the food court I'll catch up later! We have to get you in the guild remember!"

Juvia pulled me up a flight of stairs.

"Juvia slow down you're going to hurt someone, probably me."

"Juvia is sorry."

"What are you panicking for?" I said "Is this cause I told Flare I loved her."

Juvia nodded.

"What is with you girls? You know I love all of you, I didn't think I had to say it all the time."

"You love us?"

"Why else would I have sex with you guys all the time? If I didn't love you even a little after the things we've done I'd be pretty rude."

Juvia hugged me "Juvia loves Lucy-Sama to!'

I patted her on the head "Don't think this means you get off easy with your duties my pet. I think I've been being a little too nice to you lately"

"Juvia is very sorry." She bowed "Juvia will do whatever Lucy-Sama asks."

I laughed "Good. Now what was this about a slide?"

"The Love-Love Slide. The girl sits in the man's lap and they ride down together. Juvia wanted to take Lucy-Sama."

"Well then let's go." I said "The Park won't be open much longer."

"Yay!" Juvia clapped and we headed towards the slide.

I watched Juvia's butt wobble around as we walked. We headed up the stairs and I could see up the skirt of her suit and her ass was tightly wrapped in the material, you could see every contour. We were ready to ride when we got to the top but instead of getting on nice and easy we were thrown on by an arguing Lyon and Gray.

Before Juvia and I fell down the rapid I heard the two screaming at each other.

"It's not my fault you're an insensitive jerk. Maybe she wanted a true gentleman!" Lyon yelled.

"You just met her today!" Gray yelled back.

_Who are they talking about?_

"Where did she even go?!" Gray yelled.

"She probably wanted to get away from your stupid face!"

It was at that point Juvia and I were pushed into the slide and started heading down. Juvia put her arms around my neck as we slid.

"Is Lucy-Sama having fun?" Juvia asked as we flew down the slide.

Her ass was grinding into my crotch as we rode down.

"Juvia move your bottoms over." I whispered.

"Lucy-Sama?"

"Hurry if we don't start quickly we won't be done by the time we reach the bottom."

Juvia adjusted in my lap and I freed my penis. Juvia guided in into her and start bouncing.

"Oh Juvia that's it." I moaned "Harder hurry!"

"Lucy-Sama~!" Juvia moaned "Juvia feels so good!"

We moved faster and faster as we fucked on the slide. We were about to hit the last few turns when I felt the rush coming.

"Juvia here it comes.

"Juvia is close to! We're almost to the bottom please hurry."

I grabbed Juvia's ass and gave her a few hard thrusts before I felt her walls tighten.

"LUCY~SAMA~!"

"JUVIA!"

I filled her with my hot seed and quickly got everything tucked in before we hit the splash zone at the bottom. After that Juvia and I went to the food court and met with most of the other girls. Flare was there being interrogated by Erza.

"Leave her alone." I told them "Flare will be staying with me from now on. We just have to get her a guild mark. You can take care of it right Mira?"

"I'll talk to Master right away."

* * *

The night was coming to an end and it was time to finally go home.

"Tonight was fun." Erza said "We all had a good time and nothing got destroyed as a result."

"Don't jinx it." Lisanna joked.

Then there was a huge fiery explosion on the other side of park.

"See…"

"Will you two just leave me alone?!"

Natasha stormed past.

_What he doing here like that?!_

"MEN! UGH!" she screamed stomping her feet "All they want is sex! They're all jerks!"

"What just happened?" Angel said.

"I have no idea…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Side story next time- Special treat, since there a lot of side story ideas (Some from you readers and some from me) that are really good but just not long enough to be a whole chapter, next time will be a few shorts complied into one chapter. It's six stories in one.**

**Story 1- When you're the only two girls around for seven years you kinda have to get close.**

**Story 2- Wendy has to take her friend shopping for human clothes.**

**Story 3- Erza gets her own pet kitty.**

**Story 4- Distant friends reunited in after time apart.**

**Story 5- Being pregnant is hard.**

**Story 6- Lucy hosts a special contest where she's the judge.**

**Till Next Time!**

 


	41. SS7- Montage

_Italics indicate thinking._

_**This Chapter contains a compilation of side stories, 6 to be exact** _

* * *

_**Story 1- Laki and Kinana's First Time** _

**Kinana's POV- Sometime during the Time skip.**

Laki and I were hanging out. Aside from Bisca we're the only girls in the guild so we hang out a lot. We've both changed over the last few years, I still have no memoires but I have grown into my body. I can actually fill out a dress properly.

It seems like the two of us have been getting very close these last few weeks. We were sitting back at the dorm watching a movie. Things on screen were starting to get a little heated, so much so that I was getting a little heated.

I was uncomfortably squirming around on my bed as Laki intently watched the two women on screen kiss and fondle each other.

"You ever think about that?" she said taking a seat next to me.

"Think about what?"

"Kissing a girl."

"No I hadn't." I told her.

Laki got uncomfortably close "Wanna try, I'd like to see what it's like?"

"I….I guess we can try."

We both started moving closer and closed our eyes. Before long our lips were touching and we slowly kissed.

After a couple seconds we broke apart.

"It was nice." Laki said.

"Yeah…."

"You wanna…keep going?" she mumbled.

"I guess we can try…"

Laki started kissing me again and she went to unbutton my pajama top. It wasn't long before she was groping my large chest.

"OH!" I moaned when she suddenly bit on my nipple "Laki~"

Laki was sucking on my breasts and kissing my neck while I ran my hands through her hair. I pulled her oversized t-shirt over her head and started playing with her breasts as well.

We were both naked and kissing on the bed. Laki got down and spread her legs and rubbed her vagina over mine.

"OH!"

"AH!"

We both moaned as our pussies grinded up against each other. Our fingers were playing with our clits at the same time.

"HAA!" with both screamed out in orgasm and Laki ran into the next room.

"Here!" she threw me a dildo "These used to be Levy's."

I shoved the toy into my pussy and started thrusting.

"AH! So good!"

Laki was next to me using a large dildo on herself. We were kissing as we fucked ourselves.

"I'm hitting my wall." Laki said.

"Me to." I told her.

We grabbed each other's dildos "On three."

"AAHHH!" we pushed them into each other and tore through our virgin walls.

We played with the dildos in each other's pussies and soon we were both about to cum.

"Oh Laki!"

"Kinana!"

"HAAAA!" we both climaxed at the same time and lay down to catch our breath.

"Maybe we should do this more often." Laki said.

"Yeah…good idea…"

* * *

_**Story 2- Wendy and Carla's Shopping Spree** _

**Wendy's POV- The night of day two.**

Lucy had Yukino in the bathroom with her. I knew what they were doing so I decided tonight would be a good time to go get Carla some clothes.

"Do we have to go?" she whined.

"Just put on this sweatshirt and sweatpants and let's go. You need clothes for your human body, unless you wanna be naked all the time."

"Okay!" she said grabbing the clothes "One problem, my tail won't fit…"

"Just tuck it in or something." I said growing into my adult body.

Carla looked adorable in her catgirl form. Her little ears twitched every once in a while.

"This is so embarrassing." She said as we walked through town "I feel like I'm bouncing constantly."

"That's why we need to go shopping." I told her "You need a bra; mine are just too big for you."

The first place we went was the lingerie store and we got Carla some bras. Lucy was right she was an E-cup like Erza.

"Oh that's much better! No more bouncing. I never realized that they were that big." Carla said stretching "Shame we have to cut holes in everything for my tail."

"Yeah terrible." I said as we went to the next store.

This time Carla got a swimsuit and other various clothes to try on. I watched her get unchanged and it was so good. She looked so sexy, large breasts, big ass, and tiny waist. Carla was so sexy I was happy that she had this form; I just wish she liked it as much as I like mine.

I watched as she bent over to get out of a pair of jeans she had tried on. I walked up behind her and grabbed her shoulders.

"Carla~" I cooed.

"Wendy?"

I slipped a hand in her panties "You look so good."

I could hear Carla purring as I played with her folds.

"We're gonna have so much fun with your new body."

I pinned Carla up against the wall and started kissing her.

"Oh Wendy!"

"We're in public quiet down." I told her.

I fingered Carla in the changing room. She moaned and hissed when I touched her more sensitive parts. Her ears twitch and her tail wagged as she moaned.

"Wendy I think I'm gonna…"

"Do it."

"HMMM!" she came all over my fingers and slumped down.

I licked my fingers clean "We still have a lot of shopping to do."

"Yeah…" Carla panted "Shopping…"

* * *

_**Story 3- Erza and her Kitty** _

**Erza's POV- Night of Day Two.**

For the first time in years I was seeing Millianna. She had changed so much. She had made friends and joined a guild. The most obvious changes were physical. She was wearing very revealing cloths and her breasts had grown huge, almost as large as mine. Now that I thought about it though Millianna was now older than me so I shouldn't have been surprised.

"So Erza~" Millianna said "Do you have a boyfriend?"

"Not really." I told her.

"What'd ya mean not really?"

"It's complicated."

_I can't just tell her about Lucy._

"What about you?" I asked.

"Single at the moment but always out looking for the next girl."

"Huh?

"Erza I'm in an all-female guild, it should be obvious winch way I swing."

"I guess…you just never struck me as…you know…a lesbian."

"When you whisper it like that you make it sound like I'm doing something illegal." Millianna joked.

"Sorry." I said "I'd love you however you were."

"I'm touched." She smiled.

The two of us looked each other in the eye.

"Erza my inn isn't too far from here…No one else is around…"

"Let's go."

The two of us speed walked back to the Mermaid Heel inn and when we got inside we started kissing. We fell back on a bed and I start grabbing at Millianna's large chest. The cat girl had her hand up my sweater and was squeezing my big breasts too.

"I missed you Erza." She said kissing my neck.

"I missed you to." I said pulling her top off and making her breast wobble around.

She pulled my sweater over my head and took my bra off. We went back to kissing and our breasts mashed together during our lip lock.

"Ah!" Millianna moaned when I rubbed my leg against her inner thigh.

She stuck a finger up my skirt "Oh!"

The two of us kissed and caressed more before our panties were off and we were fingering each other.

"Right there Erza harder!"

Millianna moved her hands expertly and I was in sheer bliss.

"Oh Milli you're so good!"

The two of us fingered each other on the bed and it wasn't long till we were both about to cum.

"Erza I'm so close."

"Me to….just a little more…"

"HAAA!"

We both came at the same time, covering Millianna's bed in juices.

"After the games." I said laying down next to her "I want to introduce you to someone."

* * *

_**Story 4- Long Time No See** _

**Sorano's POV- Spirit World Party**

I was in the spirit world talking to Gemini.

"It's good to see you two again." I smiled when they hugged me "I've missed you."

I felt someone tap me on the shoulder.

"Aries…"

"Miss Angel."

I looked at the fluffy ram. She looked like she always had. I had seen Aries and Virgo drag Lucy off earlier but now the ram was back.

"Would you like to go talk?" she asked.

"Yeah that sounds like fun."

We walked around the spirit world and got caught up. Aries was still so cute and shy.

"You look nice Miss." Aries said "I like your hair.

"You to." I complimented.

Aries and I looked out at the horizon and got closer to each other.

"Angel…"

"Aries…" the two of us started kissing for the first time in years and I pulled Aries close to my body.

"Let's go back to my room." Aries said.

We went and lay out on the bed kissing each other.

"You're lips are still so soft." I told her.

"Your body looks so much sexier." She said sliding my dress off.

Aries reached into a draw and pulled out a two sided dildo.

"That…"

"You gave this to me." She said "It's from our first night together."

She moved the toy down and we both pushed it into us.

"Oh!" I moaned "It's still so good."

Aries and I bucked our hips together and shared in pleasure for the first time in almost a decade.

"Miss Angel…I'm gonna…"

"Me to Aries just a little more." I told her moving faster.

We both slammed our hips into each other and before long we were both about to cum.

"Oh…oh…oh…OHHHH!"  
"ARIES!"

"ANGEL!"

We both laid on the bed holding each other.

"It was good to see you again Miss Angel."

"You to." I said kissing her.

The door burst open and Michelle ran in.

"What the heck!" I said covering myself.

"Get dressed we have to leave. Big Sister said it was urgent."

Aries grabbed my hand.

"Come by again."

"You come by to." I smiled.

* * *

_**Story 5- Motherly Bonding.** _

_**There is no lemon in this one just a little humor.** _

**Bisca's POV- First Night of the GMG**

Since I was the only other person in the guild to ever be pregnant Lucy decided that Aquarius was going to be my roommate during the games. The means I have to deal with all her mood swings.

"Why does the brat hate me!" she cried "I mean why can't I stay with her?! Why do I have to live with you?!"

_Wow thanks…_

Aquarius then got up and ran to the bathroom the throw up. I held her hair as she vomited.

"Why does my body hate me?!" she whined "Why did that damn brat do this to me?!"

I ran my hand through her hair "There, There…"

I sat on the bed and she laid her head in my lap.

_She's creepy when she's sad._

"Hey Aquarius?" I said.

"WHAT?!" she yelled.

_Now she's angry._

"Thank you for saving Asuka today."

"Oh that…it was nothing."

"I'm glad you were around." I told her as I hugged a pillow.

"What's it like?" Aquarius asked "Being a mom?"

"It's the greatest thing to ever happen to me." I told her.

"What if I can't do it? What if I'm a bad mom…?"

"You won't" I told her "You'll be great I just know it. You practically raised Lucy didn't you? You can do it again no problem."

"Thanks."

"I mean you once you have a kid you'll do anything to protect them." I squeezed the pillow harder "You'll rip off the head of any GOD DAMN SKANK THAT TIRES TO HURT HER!"

"Uhh…"

"And then you take her head and put in on a spike outside your house so everyone else knows not the MESS WITH YOUR FAMILY! RAAAHHH!"

I ripped the pillow in two and feathers got dumped all over the room.

"Oh my…I guess I got a little emotional…"

"I think you need some therapy." Aquarius said.

"You'll understand soon…" I said sweeping up.

* * *

_**Story 6- Lucy's Bikini Contest!** _

_**There is no lemon in this short as well** _

**Lucy's POV- Shortly before leaving the Waterpark- Pre Natasha storming off.**

We were sitting around having drinks before we were going to leave the park.

"I have an idea." Lisanna said "Let's have a little show to show off our outfits, Lucy can be the judge."

"I will?"

The others all seemed really into it.

"Hold it." Erza said "You two can't compete."

"Why us?" Mira and Jenny asked.

"No professionals." Levy said.

"You two can help me judge." I said "That way we have three judges."

"What does the winner get?" Yukino asked "There needs to be a prize."

"The winner gets a day with Lucy-Sama. Just her and Lucy." Juvia said quickly.

It was decided we had a prize and the girls set up a curtain and stage and went behind it. They were going to draw straws and go in a random order. Mira, Jenny and I got set up at a table.

"We each give a score out of ten. Most points wins." I said

"Simple enough." Mira said getting number cards ready to vote.

"Alright we're all set to start." Lisanna said "I'm Lisanna Strauss and I'll be your host."

"I thought this contest was her idea." Jenny said.

"So did I."

"First up everyone's favorite script mage Levy McGarden!"

Levy stepped out in a striped two piece. Her breasts bounced as she walked and turned around showing us her perky butt.

"Give me lots of points." She said pushing her chest up.

We held our cards up and each gave her a seven.

"21 points for Levy." Lisanna said "A strong start. Next up she's given up her armor for a bikini it's Erza!"

Erza stepped out in a yellow bikini. She bounced around as and stopped and turned.

We each gave her an eight.

"24 for Erza, Now it's Bisca's turn…

"Before we introduce the last girl let's do one last check of the standings." Lisanna said.

10- Wendy with 20 points

"I even used my adult form…"

9-Levy with 21

"You gave them more points because they have bigger boobs!"

"Levy you're not that small.

8-Carla with 21 as well.

"That tail really gives her extra appeal" Mira said.

7-Yukino with 22.

6-Erza, who has 24 points.

"I'm so incompetent that I can't even win a swimsuit contest.

5-Michelle with 25.

"She looks darling in that strapless pink top." Jenny commented.

"I've failed you Big Sister…"

4-Chelia who also has 25.

"No fair!" Wendy yelled "It's because she barely fits in that thing!"

"Don't be jealous Wendy." Chelia said "You should try and act like an adult."

"At least I have normal nipples." Wendy mumbled.

3-Juvia with 26 points.

"Even Juvia's butt in a tight suit couldn't win her a day with Lucy-Sama…"

2- Sorano with 26 as well.

"So close…"

And in First place Flare with 28!

"The day with Blondie, is mine…" Flare said smirking.

"We have one last entrant." Lisanna said "Our youngest competitor by far. Give it up for our final entrant Asuka Heartfilia!"

Asuka trotted out in her little swim suit. She looked so adorable.

"Judges?" Lisanna said.

We each held up our cards.

"Oh look at that a perfect thirty! That makes Asuka the winner!"

"Yay!" Asuka said "A day with just me and Mommy!"

"No fair she's related to one of the judges!" Bisca complained.

"You'll all just have to try harder next time." I laughed picking my daughter up "Asuka won a mother daughter day just for us. It's getting late we should probably get home."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Chapter Hint- It's the 4** **th** **day which means Lucy has to compete again…This might get messy…**

* * *

**Normally I don't address reviews in my notes I normally message you personally but since this was left by a guest I'll do it here.**

**Natsu is not stuck as a girl (His time at the waterpark will be chronicled in the next side story sometime next week). You have to remember that since gaining the ability to transform into Natasha, Natsu has been having a bit of a Gender Identity crisis (More to be discussed in the next side story). Natsu/Natasha's sup-plot is one of the major threads of this story. He's going through some stuff and doesn't quite know how to feel. He still spends much of his time off screen as Natsu but most of the on screen time is spent as Natasha.**

**What you need to understand is that while he is used to being a man spending time as a girl is exciting for him. He doesn't quite understand how he feels and who he truly wants to be. His/Her feelings for Gray are a major part of this.**

**This will be further expanded upon in Side Story 8  
**

* * *

**Well now that we got that out of the way…**

**Till Next Time!**

 


	42. Naval Battle-

_Italics indicate thinking._

* * *

**Lucy's POV**

After last night at the waterpark I was thoroughly exhausted. When I caught up to Natasha she had changed back into Natsu and said nothing was wrong. After begging on my knees for about an hour I had convinced Master to let Flare into Fairy Tail, but she was under strict supervision for a while.

I was getting dressed to head out to the stadium for day four. Everyone else had gone on ahead it was just me who had overslept. I was just about to finish tightening my belt when the door opened.

"Princess?"

"Oh hey Virgo, something wrong?"

"No we are on our way to the stadium I was just checking in on you."

"Okay." I said putting my keys on my belt.

Virgo grabbed my hand.

"Is everything okay?"

She leaned in and kissed me. She forced me back on the bed and started taking my clothes off.

"Virgo I really need to go."

"This will only take a brief moment."

Virgo popped my dick out and started licking it.

"Virgo I'll be in a lot of trouble if I'm late."

"Please Princess." Virgo said stopping "Just let me do this."

There was something in her eyes, something that told me to let her do it.

"Okay." I said "But just a blowjob."

Virgo swallowed my penis and started bobbing her head up and down.

"So good~" I moaned "Great as always."

Virgo made slurping noises and tickled my balls with her tongue. I let Virgo go to town on my cock and it wasn't long till I was about to cum.

"Virgo I'm close."

"Cum for me princess."

I felt my balls quiver and start pumping Virgo's mouth full of cum. Virgo managed to swallow it all.

"Thank you princess, it tastes so good."

I got dressed and ready to leave, Virgo was oddly quite.

"Virgo are you sure everything is alright?"

"Princess will you be competing today?"

"I don't know maybe." I said "Depends why?"

"If you do, be careful…I have a bad feeling."

"I'll be okay. Hey Virgo I had a question. What should I do if I needed to summon Aquarius?"

"She will not come." Virgo said "She cannot be summoned while pregnant. But the urn which contains her magic can come to your aid."

"Good to know." I said heading out the door "I'll see you later Virgo."

* * *

Today's event was the Naval Battle. It was a water bubble survival match. Last one inside was the winner. I had asked to participate for my team. I wanted to try and make up for the first day's defeat. I looked at some of the other contestants. One was a man and the rest were woman, and out of the woman competing the only one I hadn't had sex with was the woman from Sabertooth, Minerva.

She was an attractive woman, dark black hair and a curvy figure. She had a look on her face that made a shiver run up my spine.

_I want her, and I'm terrified of her._

While I waited for the gong to ring signifying the start I ogled the girls in their bikinis. Juvia's ass looked great in the water, Chelia looked cute in her tiny bikini, Jenny's body was banging as always, Risley was unfortunately not thin, and I looked good as well.

***DONG!***

As soon as I heard the bell ring I pulled out a key.

"Sorry girls." I said **"Gate of the Water Bearer Aquarius!"**

When I turned the key Aquarius' urn appeared in front of me. I grabbed it and stirred up the bubble. Juvia used her powers to fight me.

_Yes fight back my pet, show me what you can do!_

Juvia's water clashed with mine and created a pulse that almost knocked everyone out. After a short time the urn went back to the spirit world and I was left defenseless against Juvia's water control. She used some attack that was named after me. I was so embarrassed that I almost forgot to stay in the water.

" **Virgo! Aries!"**

The Ram and The Maid appeared and caught me before I fell out Juvia attack had pushed everyone but mem, her and Minerva out of the dome. I blinked and suddenly Juvia was outside the water and on the ground.

_What happened?_

It was down to just me and Minerva. If I didn't last five minutes my team would get no points.

"I could throw you out of the water in a second with my magic." Minerva said "But that would be no fun."

A bubble appeared next to me and it suddenly exploded in heat and burned me.

"AH!"

I got my bearings and reached back for a key but they were gone.

"My keys?!"

Somehow that bitch had gotten them.

"How dare you touch them!" I yelled.

Minerva flicked her wrist and knocked me around in the water. I managed to flap my arms and stay in the water. The next few minutes consisted of me absorbing all of Minerva's attacks.

"It's about time I send you flying."

"I won't lose." I told her "Everyone else tried so hard. I won't give up on them."

There was one big slam and then a series of explosions. I had no idea what was happening. I floated around in the water, all my senses were scrambled, I thought I heard people calling out to me but I was so confused.

"Any last words?" Minerva said as magic gathered around my body.

I looked up through blurry eyes "When I break you, I'm gonna make it hurt?"

She gave me a confused look.

"I can't wait to make you my bitch."

She said something but I couldn't hear her. I felt a magic explosion, and everything went dark.

* * *

When I came to I was in the infirmary. I saw that there were a lot of people in the room. Both Fairy Tail teams, Michelle, Yukino, Angel, Aquarius and Flare were also there. The room was really quiet.

Ugh…" I groaned and saw that Asuka and Happy were sitting on the bed.

"Lucy?!"

"I'm sorry." I mumbled "I let you all down. I lost again."

"What are you talking about?" Gray said "You came in 2nd and got us 8 points."

"My keys?"

"Right here." Happy said handing them to me.

I held them close and closed my eye. I heard the other say that they needed to combine teams and before long I was asleep again.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Paper Roses**

**I know this Chapter was a little short but Lucy gets pretty banged up so she's in no shape for any Sexual Healing. Tomorrow the chapter will return to the usual length.**

**Till Next Time!**

 


	43. Knighthood- Cosmos and Kamika

_Italics indicate thinking._

* * *

**Lucy's POV**

I was lying in bed trying to get some rest after my embarrassing loss earlier in the day. I was still very sore and now I can't sleep because there are too many people in the room.

"Can some of you just leave." I said "I'm trying to sleep."

After that the only people left in the room we me, Elfman, Evergreen, Wendy, Carla, and the old lady. It was a lot quieter after that. I sat in bed and waited for Natsu to come and tell me he had won his fight. It didn't take long for him to come down and tell me the result; of course he had been the winner. I got a few more hours of sleep and then I was finally able to get out of bed. When we were at the bar Gajeel came by and said he had something to show Natsu and Wendy. Gray, Yukino and I tagged along to see what it was.

We were led down a deep cave and when we got to the bottom there were a bunch of Dragon Skeletons. Wendy was able to use a spell that let us talk to the soul of one of the dragons. The dragon was kind mean. After he told us about his past and what happened between humans and dragons he disappeared. Then a bunch of soldiers from the kingdom showed up and invited us to the castle. Long story short they had some device to destroy Zeref but they needed a celestial wizard, i.e. me and Yukino.

So all that happened and yadda yadda yadda Yukino and I ended up in a jail cell. Yukino and I sat and talked for a while trying to pass the hours.

"This sucks." I mumbled "But I'm sure the others will be here soon."

"Will they really come?" Yukino said.

"Yeah they will…They won't abandon fellow members so easily. They'd fight everyone if they had to."

"How long till they get here?" Yukino said.

"I'm not sure might be a while."

Yukino laid down on the same bed as me "You think it will be long enough?"

I smirked "maybe…"

Yukino rolled over and started messing with my belt. She took my dick out and licked it a few times to get it hard before wrapping her soft breasts around my hard rod.

"Oh~" I moaned as she started moving her breasts and licking my cock.

Yukino slurped and sucked on my cock with excellent skill. She bobbed her head up and down expertly.

"It feels so good Lucy.' Yukino said sucking.

"Your breasts are so nice Yukino." I said "Your mouth is good to."

Yukino went to town on my cock and soon my crotch was covered in saliva and I was about to cum.

"Yukino I'm gonna…"

"I want to taste it Lucy." Yukino said teasing the tip of my cock.

"Ohh~!" I groaned and started shooting cum into Yukino's mouth.

"Haaaaa." Yukino let out a sigh as she swallowed my cum "tasty."

After that Yukino and I took a nap and waited for the others to come help us.

* * *

When the rescue team did arrive it was pretty small. It was comprised of Natsu, Wendy, Mira, Angel and Michelle. We had been dropped into a pit and a group of knights were dispatched to kill us. We had gotten split up and now I was all by myself.

"We have found one."

" **Paper Blizzard: White Dance."**

I jumped out of the way of a blast of snowy air. There were two women attacking me. One had long black hair and was wearing a dress that opened in the front; the other had messy pink hair and a bug hat on.

"I am Cosmos." The pink haired girl said "And this is Kamika."

They were both very attractive. I could feel the stirring in my loins but I had to stay focused or these two would kill me.

The two wasted no time attacking me. Cosmos used Plant Magic and Kamika had Paper Magic. I summoned Loke to try and fight them but he wasn't even able to get close. I sent Loke back and took out a different key.

" **Paper Blizzard: Red Dance."**

" **Scorpio!"**

Scorpio blasted the fire paper out of the way and tore into the paper woman. I sent Scorpio back and used a different key to finish the two off.

" **Aries!** Do that thing you told me about."

"Of course. **Wool Ecstasy!"**

Aries made a typhoon of fluffy wool that plowed into the two women and subdued them.

"It tickles!" they laughed "It feels so soft!"

"Thanks Aries."

"That should hold them for a while. Have fun!" Aries flicked her wrist and the wool she created formed into a bed.

Aries went home and I walked up to the two women. They were both pretty out of it. I took a seat on the bed and looked at the two women.

"What did you do?" Kamika said "My head is so cloudy."

"I feel so warm." Cosmos moaned.

"I'm gonna make you two feel incredible." I told them.

I pulled Cosmos over and started sliding her coat off. I got her garments off and she was lying on the bed in just her underwear. They were light pink and she looked so sexy. I got Kamika undressed next, and she was wearing black lingerie.

"You two are so sexy." I said taking my own clothes off "I'm gonna enjoy this."

"We will never bow to you."

When they saw what I had the two gasped.

"One of them."

"The chosen few…"

"What was that?" I said folding my clothes.

The two got off the bed and bowed before me.

"We didn't realize you were of the Futanari clan." Cosmos said "Please allow us to please you."

"Use us as you see fit." Kamika said "It is our great honor to please you."

I was pretty confused "Okay…"

I laid back on the bed and the two came up and started kissing me. I took Cosmos' bra off and freed her ample breasts. I played with her big tits while Kamika started to get to work on my dick. She licked it all over before putting it in her mouth.

"Mmmmm." I moaned "That's nice your mouth is so warm."

I kissed Cosmos while Kamika gave me incredible head.

"So large." She said "You must be of high status."

Cosmos move around and sat on my chest. She started playing with her clit and I pulled her forward. I had her stand above me as I licked her.

"You…ah….shouldn't treat me so nice." She moaned "I'm beneath someone like you."

"You are not beneath me." I said "What we're doing right now will bond us forever. We are equal."

"So humble~" she moaned as I licked her sweet folds.

Kamika kept sucking me off while I licked Cosmos. The pink haired girl turned around and started helping her friend. She wrapped her large breasts around my cock and when the top came out the two would lick it.

"Oh Lucy~" Cosmos moaned "I'm so close."

I kept probing my tongue deeper into her warmth and soon she was cumming.

"AHH!" Cosmos came and her juices covered my face.

"I think I'm gonna cum." I warned them.

My balls were tingling and I could feel the jizz getting ready to come out.

"Please cover us in your cum milady." Kamika said.

"Here it…HAAAA!"

I sprayed warm jizz out and covered Kamika's face and Cosmos' chest in my warm seed.

"So warm." They both moaned.

Kamika got up and straddled my waist. I nodded my head and she slowly lowered herself onto my hard rod.

"So large." She moaned.

Kamika stared bouncing up and down and Cosmos laid down next to me and we made out while Kamika rode my rod. Kamika was nice and tight and she made my dick feel incredible.

"Faster!" I begged "Move faster!"

Kamika increased her speed and started slamming her hips into me with a ferocity I had never experienced.

"Oh yeah!" I moaned "That's it."

"So good." She moaned "you're so gifted!"

Cosmos was kissing my neck as I drove into Kamika. Soon I felt my balls tighten up and I was ready to cum.

"I'm gonna cum."

"AHH!" Kamika moaned and her pussy tightened up around my cock.

"FUCK!" I pumped warm cum into her pussy and she slid off my cock.

I moved Cosmos so that her leg was over my shoulder and I started driving into her.

"Oh yes!" she moaned "Harder it' so good!"

I grabbed one of Cosmos' breasts as I fucked her. Kamika crawled up and started kissing her friend. Those two kissed each other and Kamika started rubbing Cosmos folds as my dick slid in and out of her.

"Oh Lucy!" Cosmos moaned "It's so good."

I watched as her and Kamika's tongues flicked around. I played with Cosmos nipple and before long I was about to cum.

"Just a few more and I'm gonna fill you up" I told her.

"Do it!" she said "Fill me with your cum!"

I slapped my balls into Cosmos ass a few more times before I hit my breaking point.

"COSMOS!"

"OH LUCY!" she grabbed my shoulders as I filled her with my cum.

The two of them laid on the bed while I got dressed.

"I need to find my friends which way do I go?"

The two got up and started getting dressed.

"We will lead you." Kamika said "Don't worry my lady you will be reunited with your comrades soon."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- We're gonna have a big ball!**

**Till Next Time!**

 


	44. Royal Flush- Hisui

_Italics indicate thinking._

* * *

**Lucy's POV**

After Cosmos and Kamika led me back to my friends we were introduced to the princess. Oh and before that we met Future Me…but I'd rather not talk about that...watching yourself…die…isn't easy…

Princess Hisui was an attractive girl. She had long green hair and a nice figure. Something about her was drawing me in.

She had a plan to stop Zeref, but only ended up bringing back a group of dragons from the past. By the time Yukino and I managed to close the portal seven had already slipped though. Laxus showed up to help Wendy deal with a dragon that was attacking the castle, but not before the dragon picked me up and made my clothes disappear.

Once he saw what I really was he threw me away. Natsu managed to catch me…awkwardly. Somehow we managed to come out on top and send the dragons back to their time.

* * *

In celebration of our victory the king threw us a big party. We got to get all dressed up and looked fabulous. I couldn't help but admire all the girls in there beautiful dresses.

I was…snacking…on some of the deserts when Hisui came up to talk to me.

"Lucy."

"Princess." I said scarfing down a slice of cake.

"You are part of the Heartfilia Conglomerate correct?"

"Well I used to be." I told her.

"I was a friend of your father." She said "Even though he helped me so much I only caused you trouble."

"I'm in a wizard guild, I'm used to trouble."

Hisui and I talked for a little longer. Eventually she had to depart to go deal with her royal duties. I went to talk with my guild and soon I realized that a fight was breaking out over Yukino. Kagura was laying claim to her winning Yukino's life. Sting wanted her to return to Sabertooth.

"You're both wrong Yukino is staying in Fairy Tail." I said.

A fight started between the guilds that wanted Yukino. The fight came to a halt when the captain said that the king was gonna make a speech. The king ended up being Natsu and he just made a fool of himself. Eventually the ball turned back into a ball. Yukino assured me that she was staying with Fairy Tail.

"Lucy."

I turned around and saw Kamika and Cosmos behind me. Even they had nice dresses on.

"Hi." I smiled.

"The Princess wishes to speak with you in her quarters." They said "Please follow us."

I let the two of them walk me down a long hall and into a large room. When I got to the end the two told me to go in alone.

"We will see you later."

I opened the door and entered the room. I looked around and saw Hisui writing at her desk.

"Ah Lucy you're here please take a seat." She gestured to the couch.

Hisui took a seat across from me and looked me in the eye.

"You are Futanari are you not?"

_What the?!_

"How'd you know?" I said.

"The Magic Council has records of the Futanari left in the world. Sometimes someone with Futanari blood can pass down the gene. Some of their descendants may also be Futanari; this is evident in your daughter Asuka. The mutated ones like your friend Meredy cannot pass down this trait. Aside from you and your daughter there is only one other natural Futanari left."

She was hitting me with a lot of information at once.

"Who's the other?" I asked.

"Me." She said discarding her robe.

The princess stood naked before me. She looked stunning. She had an excellent body and a penis about the same size as mine.

"Oh My God." I gasped.

"Yes quite the sight is it not." She said fixing sitting back down "I would like to see yours."

I got up and started to undo my dress. She showed me hers it was only fair I show her mine. When the dress fell off I stood naked before the princess.

"Impressive…" she said in thought.

Hisui stood next to me and examined my penis.

"We are the same size…how unfortunate."

"Huh?"

"Lucy how much do you know about your Futanari heritage?"

"Not much." I shrugged.

"Lucy we come from a tribal people. Our ancestors ran on a hierarchy. Those with large penises are those with more power." She explained.

"Okay."

"Most of those groups had one female as the lead. She had control of all the Futanari beneath her and those in each Futanari's harem."

"Uh huh…"

"Lucy you have many interesting woman serving you…"

"If you're talking about my friends they don't serve me."

"I only have two…Cosmos and Kamika…you had sex with them, you have disgraced my name." Hisui said.

"What?"

"Lucy Heartfilia I challenge you to battle!" Hisui said "I must reclaim my honor."

"Huh?"

"Stakes are simple." Hisui said "The two of us shall compete in traditional sexual combat and the winner will become the new Futanari queen. If I win you and all your subordinates will belong to me, but if you win Cosmos, Kamika and I become part of your harem."

I stood up and got serious "You won't take any of them from me."

"Don't worry you'll still be together, you'll all just answer to me."

"You won't touch them!" I yelled tackling her to the bed.

"I won't let you have my knights!"

The two of us wrestled on the bed till I managed to pin Hisui beneath me.

"I got you now." I said holding her arms above her head.

I reached down and started rubbing my dick against her entrance.

"I won't lose." Hisui said flipping us over and trying to penetrate me.

I rolled back over and held her down as I entered her.

"Oh yeah so tight." I moaned thrusting a few times.

I felt Hisui's dick get pressed between our stomachs.

"No I can't lose!" she moaned out.

I didn't let her go and I kept fucking her. Hisui was tight and unable to get away from my dick. I would not lose.

"No…no…NOOO!" Hisui moaned as I drove into her.

"How do I even win this?" I asked.

"The first to cum inside the other wins." She moaned.

"Good cause I'm close." I said kissing her.

I gave Hisui a few more thrusts.

"I WIN!" I started shooting cum inside Hisui.

I got off her and laid down next to the sobbing Hisui. I wiped her tears away.

"Don't worry I'll treat you and those two girls well. You can still do whatever you like with them but now all three of you just have to love me as well."

"Very well." Hisui said "You are the victor."

I had a sudden itch in my crotch. I started scratching and soon I was jacking off.

"Oh that feels nice." I moaned as I jacked off while Hisui laid next to me "It feels better than normal."

My dick felt strange in my hand, it felt thicker.

"What the hell?!" I wondered "Is it growing?!"

"It is showing your dominance." Hisui said "You are the leader of this clan, so you must be larger than the other Futanari present."

I kept jacking off and I could see my dick getting longer and thicker, my balls were also feeling heavier. Soon I was about to cum.

"Oh…oh…OHHH!" I shot out the biggest load ever and covered my stomach in cum.

I looked down at my dick. My balls were pretty big about the size of Kiwis; they could fit in the palm of my hand. My dick had grown about two or three inches as well.

"Oh My God!" I said looking at my now larger junk.

It felt big in my hand. I just hopped that I would be able to fit it in my pants.

"Hmmmm." Hisui licked her lips "That looks nice. Now that I'm your underling please show me your power."

"No." I stopped her "You are not my underling. We are equals. Friends."

I slowly started kissing Hisui and she played with my now larger penis. I got Hisui to straddle my hips and I slowly entered her.

"It's even bigger!" she moaned as she started gyrating.

I grabbed Hisui's hips and held them while she bounced.

"Oh Lucy!" she moaned.

"You feel so tight." I told her "I think I'm gonna cum already."

I felt my balls slap into Hisui's ass as I moved my hips to meet her movements. Her dick was also flopping around.

"Lucy I'm so close." Hisui said.

"Me to just a little more!"

My hips and Hisui's collided a few more times and then I was orgasaming.

"OHHH~!"

"LUCY!"

I felt myself release inside the princess and fill her with cum. Hisui also came and got her cum on me.

"Now me." I told her.

I got on all fours and Hisui got near my ass. I could feel my junk dangling as she got near me.

"Fuck me." I commanded.

Hisui slowly slid inside me and it was great. She was big and willed my hole up.

"Lucy it's so good." She moaned "You have such a nice pussy."

Hisui grabbed my ass and started thrusting into me. I felt myself flopping around as Hisui drilled me. My now larger male parts were starting to get hard and smack into my stomach.

"Harder Hisui harder!"

"Ah Lucy."

Hisui and I moaned as she fucked me.

"Lucy I'm so close!" she warned "I'm gonna cum!"

"Fuck me Hisui! Cum for me!"

"LUCY!"

I felt her cum pour inside me and then I climaxed.

"HISUI!"

I felt my walls tighten and my balls contract as I orgasmed and shot cum on the bed.

The two of us laid down on the bed panting.

"So good." Hisui gasped "That was incredible."

"We're gonna have a lot of fun together." I said.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Side Chapter Next Time- We're heading back to the Waterpark.**

**Till Next Time.**

 


	45. SS8- Natsu or Natasha

_Italics indicate thinking._

* * *

**Natasha's POV**

Everyone was going to the waterpark and I was excited. I had planned to go as Natsu but there was this itch to wear that bikini that I had brought the first time Lucy and I went shopping. I looked at myself in the locker room mirror. I was cute but something felt wrong…

I went out to the park. It was a nice place and I enjoyed the brief swim I was able to get in before being interrupted.

"Another chance meeting." Gray said.

"Wah!"

I fell out of my inner tube and fumbled around in the water. Gray grabbed my hand and pulled me to the surface.

"You alright?" he asked holding my waist.

"Ummm yeah I'm fine." I blushed.

Gray and I hadn't seen each other since that night at the spa.

"What are you doing here?"

"I was just…in town to watch you guys compete." I said.

"Oh well I didn't do too well the first day." He shrugged.

"I thought you did your best." I smiled.

"Who is this vision?"

I was suddenly having my hand held by Lyon.

"Uhh hello?"

"Lyon what are you doing?"

Lyon, like Gray, was in a bathing suit. He looked handsome, both of them did.

"Please let go." I said taking my hand back.

The two started arguing about me. I felt so weird having the two sexy strippers having a fight over me. The two of them kept pulling me back and forth.

"Knock it off!" I yelled pushing them away "You're both acting like immature brats. I don't want to spend time with either of you right now."

I left the two there bickering about who had made me walk off. I kept walking around the park. Eventually I stopped for a drink. I was sitting around the park stirring my drink when I was interrupted.

"Natasha." I looked up from my spot at the table to see Virgo.

"Oh hey." I said.

"May I sit?" she asked.

"Yeah sure, what's up?"

"Is something bothering you?" she asked.

"Huh?"

"You've been stirring that drink for the last half hour. Would you like to talk?"

"If you'll listen and promise not to tell anyone sure." I shrugged.

I fixed my top and started talking.

"I feel like I don't know who I am anymore." I said "I'm confused."

"What do you mean?" Virgo asked.

"I feel like…I'm spending more time as Natasha then Natsu. Like…I prefer being a girl."

"I see…"

"I just feel like, I've lost touch with Natsu. Lost touch with my masculine side. I feel like I don't know what it means to be a man anymore. Like Natasha is my preferred body."

"Are you upset with this?" Virgo said acting like a psychologist.

"That's just it…I find it fun when I'm a girl. I like being looked at and dressing myself up. I like being sexy and wearing sexy underwear. I…I like it when Gray flirts with me and when he…does those things to me. I like when Lucy does it to. I like to be the one getting the dick not giving it."

"Then why are you upset?"

"Because I feel like I'm lying to Gray. I don't even know what our relationship is. Are we friends, Friends with Benefits, or something more?"

"Which do you want to be?" Virgo asked.

"One of the last two…sex with Gray is…wow…you know…I like Lucy but Gray is something different. The way his muscles move that was he holds me after. It's just so much more intimate…so much closer"

"Have you told the Princess about this?"

"No…Lucy knows Gray and I had sex but…not the way I feel."

"Maybe you need to talk to Lucy about it. Don't be afraid to be close with her, she will understand." Virgo looked at me "Are you happy?"

"I feel a little better." I told her "Thanks for listening."

"If you ever want to talk just ask. And for the record most of us like both your forms. I think Gray would as well. Maybe it's time you tell him. Your relationship cannot improve if you're always keeping secrets."

"Thanks Virgo." The maid walked off and I headed in a different direction.

My bottoms were all bunched up so I ran my finger around to fix them. I accidentally brushed over my clit and shivered.

"God I need something."

I kept heading around the park and I got hit on by a bunch of guys. I turned them all down but damn were there a lot. All of the Blue Pegasus boys, Lyon again, and Gray was joining them.

"This beauty should come and stay with Blue Pegasus."

"She will be safer from Gray with me."

"She doesn't need to be protected from me. I've already done way more than protect her. Way~ more."

They all got silent.

I looked at Gray and saw that the other men had caught on. I couldn't believe he had just told them that.

"You jerk." I said "You don't just tell people things like that!"

_Now everyone's gonna think I'm a slut or that I'm easy._

"Wow way to make her cry Gray."

"I didn't…don't go! I'm sorry."

I let out a fiery roar "Will you all leave me alone!" I yelled.

I wiped my tears away and got angry. I stormed off a stomped past Lucy and her friends.

"MEN! UGH! All they want is sex! They're all jerks!"

_Does that make me a jerk? Maybe I should just stay as Natasha so I don't act like that._

I went to the locker room and changed. Lucy came by to check on me.

"What's wrong?"

"I don't wanna talk about it." I mumbled "Just let me go."

I changed back into Natsu and stormed off.

"Natsu wait!"

I ignored her and went back to the inn.

* * *

I got back and I wasn't the only person there.

"Master Mavis? I thought you were at the pool?"

"I saw you run off." She said "Sit let's talk."

She and I had a similar conversation to the one Virgo and I had earlier.

"I feel like I've lost touch with what made me a man. I feel like I'm more of a woman."

"If you're gonna doubt yourself." Mavis whispered "Why don't you show me how much of a man you still are?"

She stared pulling at my pants and freed my cock. She leaned down and started sucking.

"OH!" I moaned "That's good."

Mavis bobbed her head up and down and reminded me how good sex felt as a man. Before long I was close to cumming.

"Show me." She cooed "Are you a man or not?"

"AHH!"

I came in the ghost's mouth and she swallowed it. Suddenly Mavis was straddling my hips and impaling herself on my cock.

"OH!" she moaned "It's big you are a man!"

I grabbed her hips and held her as she bounced.

"Master Mavis it's so good." I said "Faster!"

She increased her speed and I felt good for the first time in a while. I loved the way she was making me feel.

"I think I'm gonna cum." I warned.

"Fill me." Mavis said "Be a man and fill me! OHH!"

I felt Mavis tighten up and I hit my breaking point.

"MAVIS!"

I shot cum into the ghost woman and she laid down next to me.

"See all better."

"Yeah." I said "I like both my bodies. I just like to spend time in the other one. I think I'm gonna ask Lucy about telling Gray who Natasha really is. I don't want it going any further until he knows."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Erza gets Lucy a pet.**

**Till Next Time!**

 


	46. Meow- Millianna

_Italics indicate thinking._

* * *

**Lucy's POV**

After my time with Hisui we went back to the party. The next day we had to head back to Magnolia but the Princess and my other acquisitions promised to stop by soon. On the way out of town we passed by Meredy, Ultear and Jellal. Ultear was acting oddly distant like something was bothering her but she said she was fine and that they had to go.

When we got home from the GMG I realized I had way too many people living with me. Good thing we put in the addition. What started out as a house for Bisca and I now housed the two of us, Asuka, Angel, Michelle, Yukino, Aquarius, Virgo and Flare.

Aquarius is doing alright. She's still bitchy as ever but sometimes she gets nice. It's nice having Virgo around, she always helps keep the house neat and tidy. Flare and Yukino are great to. Everyone's still a little apprehensive around them but they are getting better.

I'm doing well. Still adjusting to having a bigger dick. I'm able to still get it in my pants fine but it does feel more cumbersome. The girls seemed to like it though. The biggest problem is that I find the need to relieve myself more often; it's not a problem because the girls are always willing to help.

It's been a couple weeks since we got home and everything was going well.

***SLURP*** "Lucy you're so much bigger"

I was lying back on the bed while Evergreen sucked my dick. Ever had her hair down and was sucking my dick like no other. I needed to cum so bad. My balls always feel full.

"Oh Ever I'm so close. You're so good."

"Lucy it's so much thicker than in the past. Cum for me!"

Ever bobbed her head up and down faster and I was soon about to blow my load.

"Oh…oh Ever…I'm Cumming!"

I blew a massive load in Ever's mouth and even when she tried to swallow more still ended up on her face. Since I grew my loads have been massive.

"There was so much." Ever said licking cum off her face.

She gave some of the cum to me and went to get cleaned up. I got my pants back on and headed back into the living room. I walked past one of the bathrooms and heard vomiting noises inside.

_Probably just Aquarius._

I walked out into the kitchen and I saw Virgo and Aquarius sitting at the table.

"Wait a sec…If you're out here who's in the bathroom?"

"What are you talking about girl?"

I turned aorund and headed back to the bathroom.

"Everything alright in there?"

"Lucy…" Flare mumbled.

"I'm coming in."

I opened the door and found Flare's head above the bowl and she looked exhausted.

"What's wrong." I said rubbing her back.

"I…feel sick…" Flare wallowed "It's been like this for a few days."

"I see." I said "The flu?"

"I don't think so…" Flare mumbled "The counter…"

I took a box off the sick counter.

"A pregnancy test?" I said "You think…"

"I don't use that stuff like you do…that time at the park…"

I unpacked the test and gave it to Flare. She did the whole thing and we waited for the test to beep.

"You do it." Flare said "I'm too nervous."

I picked up the test and looked at Flare.

"Posetive." I smiled "Congratulations."

Flare looked down and wiped a few tears away "I'm sorry."

"What are you sorry for?" I said.

"Because Aquarius was already pregnant, you don't need to deal with two kids at once."

"I'm happy Flare." I said "Now they'll have people their own age to play with, I would never be upset about someone getting pregnant."

I gave Flare a hug. She siad that she wanted to wait a few weeks more to tell the others. I told her sure but she needed to go get checked out to make sure everything was okay.

* * *

**That Night**

Erza told me to be ready for tonight becuasee she had a gift she wanted to give me. I was laying in bed reading when Erza popped her head in.

"You ready?"

"Oh Erza, yeah sure what do you need."

Erza stepped in she was wearing her normal clothes. She had something in her hand.

"Get over her." Erza pulled the rope in her hand.

"Ow not so hard Erza."

Erza's friend Millianna came into the room and she wasn't wearing any clothes except for that weird fake tail. God she looked good!

"Here is your gift Lucy." Erza said.

"Millianna is my gift?" I said slightly confused.

Erza nodded and threw Millianna onto the bed with me. Erza walked out and locked the door behind her.

"Have fun."

"Lucy?" Millianna said confused "What is Erza talking about?"

I didn't answer I just squeezed her breasts.

"Nice a plump." I said "I'm gonna like you."

I pinned Milli down and pulled my dick out.

"What?!" she said stunned.

"Erza wants you to join her." I said placing my dick between her breasts "Nice and warm."

"You and Erza…"

"All the time." I told her "Now lube up your tits so that we can get started."

Millianna looked at my dick and licked her lips.

"Alright."

Millianna got her breasts all moist and started moving her tits around. Her breasts were nice and big and they made my dick feel so good.

"You're big Lucy." Millianna said "I can barely get by big tits around it."

I laid back and groaned as Millianna moved her chest around and licked my shaft. I saw that the Millianna had a tail on. What shocked me the most was that it was also a butt plug. I reached back and slowly pulled the tail out of her ass.

"AH!" she moaned "That was nice."

"You walk around with that in you all the time. Naughty Kitty."

"It feels so nice." She said licking the tip of my dick "Having something up my ass."

Millianna kept moving her chest and soon I was about to blow.

"Millianna I'm so close."

"Cum for me Lucy."

"HAAA!" I moaned as I emptied my balls and covered Millianna's chest in my thick cum.

"Oh~" Millianna shivered "That felt great."

Millianna started rubbing her head.

"Itchy…HA!"

Millianna grabbed the sheets and groaned as two brown furry ears sprouted from her forehead.

"HA…what's…GAH?!"

A tail burst from the base of Millianna's spine. She stopped moaning and looked at herself.

"I'm…a real kitty!"

_She's a catgirl like Carla._

Millianna kept playing with her ears and tail before I pulled her over to the bed again and started kissing her. I kissed her neck and she purred.

"That feels so good Lucy."

I played with Milli's breasts and she started straddling my hips. She slowly slid my dick into her and moaned at the size.

"You're so tight, or am I just that big?" I groaned.

"Oh Lucy it's fucking massive!" Millianna moaned.

She got as much as she could in and started moving her hips. I grabbed her hips and started thrusting to meet her movements.

"Harder Lucy harder! Fuck my little pussy pussy!"

I felt my balls slapping into Millianna's tight ass and she was making purring and moaning noises as I fucked her.

"Oh yeah just a little more!" Millianna said "I'm so close!"

Millianna but her hands on my chest for support and started moving faster.

"Ah...ha…LUCY!" Millianna moaned ad she hit her climax and orgasmed.

"Oh shit." I hissed at the new tightness. I knew I was close now "OHH!"

I gave Millianna a few more thrusts before I started filling her warm snatch. Millianna got on all fours and waved me over.

"Fuck my like the animal I am." She said.

I got the hint and got in position for doggie style. I rubbed her entrance when I decided to move up and fuck her in the ass. I slowly pushed into Millianna's tight butt and her tail was wagging violently.

"OHAA!" Millianna moaned as I started plowing her ass "That's so good!"

I got more aggressive and laid forward mashing my breasts into Millianna's back.

"Fuck yeah you're tight." I hissed "My cock feels so good shoved up your ass."

My balls were smacking into Millianna's pussy and making her moan even more. Like with Carla her tail kept slapping me in the face but I ignored it and kept fucking the catgirl.

"Oh Lucy~" Millianna moaned "I feel incredible."

Millianna loved the sex and her breasts were bouncing around as I rammed her.

"Millianna I'm getting close." I warned "I'm gonna fill your ass with cum."

"Do it!" she moaned "I'm a bad kitty I need to be used!"

I grabbed her breasts as I thrusted into her and soon I was close.

"Oh Lucy I'm gonna cum." Millianna warned.

"Me to, cum with me." I said.

I felt my balls slap into Millianna a few more times and then I felt then tingle and start shooting cum.

"LUCY!"

"MILLIANNA!"

The two of us liad on the bed caressing each other. Cum was still dripping out of Millianna's ass when we started to drift off.

"Hey Millianna." I said "How willing do you think your friend Kagura would be?"

Millianna giggled "You mean that sex fiend, Very."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concers.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Do you really need one those last few sentences would be enough.**

**Till Next Time.**

 


	47. Blade- Kagura

_Italics indicate thinking._

* * *

**Lucy's POV**

When I got up the next morning Millianna and I made plans to go to Mermaid Heel. It was going to be a nice trip and I was looking forward to seeing the inside of the famous all-female guild. We had gotten dressed and headed out into the living room. We passed by Erza and Millianna invited her to tag along with us.

"I'll gladly come. The red head said.

Erza was wearing the sweater and skirt she had worn on the second day of the Grand Magic Games.

"May Juvia come as well?" the girl asked.

Juvia was wearing a tight t-shirt and a pair of jean shorts that showed off her ass.

"Sure." I smiled.

We got all out things and headed out to the living room to double check and then leave. We were sitting there when the front door opened. Wendy and Carla walked in in their transformed bodies. Wendy said hello and walked passed but Carla stood at the door.

"Something wrong?" I asked.

I heard a low hiss come from next to me and saw that Millianna was staring the other catgirl down.

"Lucy who is that?" Millianna growled.

"Umm…that's Carla."

The two stood there letting out low growls and hisses as the circled each other.

***Hiss*** "What's an Alley-cat like you doing with Lucy?" Carla asked.

"Grrrr…Who you calling Alley-cat Fur-ball?"

The two growled and got in each other's face and started growing louder.

"Girls?"

Millianna bumped her large chest into Carla's equally large chest. Millianna was taller than Carla by a good amount so the white cat got pushed back.

"Why don't you go back to digging out of the trash?" Millianna said.

"Why don't you go put some clothes on slut?"

Millianna bumped Carla "Who you calling slut you skank."

Carla let out a loud growl and tackled Millianna.

"Tramp!" Carla yelled

"Bitch!" Millianna countered

"I'll rip those fat sacks off your chest!"

"Not if I bite your tail off!"

The two scratched and clawed at each other in a ball on the floor. It took the four of us in the room to separate the two of them.

"Let me go Erza!" Millianna yelled "I'll claw her face off."

"Move Wendy I have to scratch her eyes out!"

"Enough!" I yelled "What is with you two. You were fine a few minutes ago. And Carla this isn't like you at all."

The two just growled and hissed at each other.

"If you two can't get along I'll have to separate you. We're going to Mermaid Heel for a few days." I explained "Carla why don't you take that time to calm down."

"Grrrr…You're going with her?"

Millianna laughed and stuck her tongue out "Neha Suck it Fur-ball."

I shot a glare that made her whimper "Let's just go."

We headed to the front door and Erza held Millianna arm as they walked passed Carla and Wendy.

"Whore."

"Cunt."

_Millianna loves cats and Carla's usually very restrained. What was that all about?_

* * *

**A Little While Later.**

We were sitting on the train on the way to Mermaid Heel. Erza and I were on side of the private car and Millianna and Juvia were on the other.

"Do you care to explain what it is you were doing back there?" I said.

Millianna stopped looking out the window but remained silence.

"That wasn't a request." I said.

"Just answer." Erza told her I'm sure Lucy won't be upset."

"That white cat." Millianna mumbled "The second I saw her I felt…so angry like my blood was boiling. I could smell you all over her..." Millianna's new claws came out and she growled.

"Hmmm." I hummed at her response.

Juvia leaned over to me "Do you think it could be because they're both catgirls. Like marking territory or something?"

"I was thinking the same thing. It does make sense." I mumbled.

We were still a few hours out from Mermaid Hell. Erza was watching the mountains fly by and Millianna was taking a nap. Juvia had gotten up to take a walk around the train. I looked Erza over. She looked so good in the sweater and skirt.

_Maybe I'll mess with her a little._

I crept my hand over and slid my fingers into her panties.

"Lucy?!"

"Sshhh." I whispered "You don't want to wake her. Or have someone hear."

I gently teased Erza's clit and rubbed her damp folds. Erza let out soft moans as I played with her pussy. Her face was beat red and she was biting her lip to keep from groaning out loud.

"Let it out Erza." I said biting her earlobe.

"Juvia is back." The water woman said entering the car.

"OHHH~!" I felt my hand get covered in Erza's juices.

Erza threw her head back as she orgasmed in front of Juvia. I took my hand out of her skirt and started to lick my fingers clean. Erza tasted sweet. Juvia came over and helped me clean my hand. After that Erza fell asleep and Juvia and I waited for the train to reach the next station so we could get off.

* * *

**A Short Time Later**

Millianna led us to the Mermaid Heel guild hall. It was a nice building reminiscent of our guild hall.

"Here we are." Millianna said opening the doors "Welcome to Mermaid Heel."

The inside surprised me somewhat. It looked like a dance club or a casino. There were bright lights and stages all over. Girls were walking around handing out drinks and music was blasting.

"It's not quite what Juvia expected."

Millianna skipped over and looked at some board "Oh perfect. Lucy the whole reason you came should be on in a few minutes."

"Huh?"

"Let's get a booth and watch." The catgirl said.

Millianna grabbed us some seats and ordered us some drinks. We waited about five minutes sipping on some kind of fruity mix when the lights dimmed and low music stared. The room when dark and a spotlight hit the stage. The was fog as someone rose from out of the floor.

An announcer came over the loudspeaker "It the performer you've all been waiting for, Kagura!"

The smoke cleared and a pole appeared on the stage. As the lights grew bright Kagura came into view and I was stunned. She was wearing a red bunny girl outfit with fishnet stockings. Before she even started dancing I felt myself getting hard. The music got loud and Kagura started shaking her butt and chest. She grinded up against the pole and started spinning around it. Girls were cheering and whistling. Kagura was beautiful; she had a shapely body and was toned in all the right places.

_I can't wait to make her mine._

Once Kagura finished dancing she went back stage and people went back to normal.

"She was incredible." Erza said.

"Kagura is the favorite around here." Millianna said.

"She seems very popular." Juvia said.

"Well Lucy why don't you go meet her." Millianna said "It can take months but I managed to book private time with Kagura today. Why don't you go take my place?"

"Private time?" Erza asked.

"You know, it's a little bit more personal."

I got the hint and Millianna told me where to go to meet Kagura. I entered the bedroom and took a seat on the bed. I heard the door click.

"Millianna I'm here." Kagura called out "You're not…"

"Hello." I waved "There's been a substitution."

"Lucy Heartfilia." Kagura said "Very well."

Kagura turned on a radio and lit some candles. She walked up and started grinding her butt against my crotch. I could feel my boner straining against my pants. Kagura pulled the zipper and her bunny outfit fell off. She stood before me in just a pair of stockings and black panties.

Kagura pulled my shirt off and undid my bra. She sat on my lap and started kissing me. I could feel my boner up against her thigh. I shimmed out of my jeans as Kagura grinded her hips into my crotch. It felt so good.

_I can't be….not yet! It's so sensitive lately!_

"UGH!" I let out a groan and felt my panties fill with cum.

"Huh?" Kagura said standing up "What are you?"

I had not only soaked my panties in cum but I had covered Kagura's ass.

"OH~ UGH!" Kagura suddenly groaned.

_Oh great! What's happening to her! This stuff affects anybody anymore; did it become more potent when I grew?_

"My legs!" she moaned "What the hell?!"

I looked down and saw the stocking Kagura was wearing were stretching out. Her thighs were getting thicker. I looked up more and saw her hips were getting thinner and her ass was getting fleshier.

"My ass! It feels so strange! HAA!"

Kagura moaned as her thighs ripped through her stockings. Her ass was getting bigger and bigger.

"OHH~!"

***RIP!***

Kagura's ass torn though her panties and she finally stopped panting. I looked at the girl, her lower body was incredible. Her hips were tiny, her thighs were thick but the most attractive thing was her ass. It was huge, bigger than Juvia's. Now it wasn't fat it was plump and sexy.

"HUH?!" Kagura looked in the mirror "What happened to me?! YOU?!"

I quickly explained to Kagura what had happened.

"Magic semen…"

I just shrugged my shoulders. I was naked now and didn't know what to say.

"You know what." Kagura said "Fuck it. I don't care. You said Millianna and Risley already did you. They must have seen something so I might as well try it."

Kagura bent over and speared her folds "Fuck me."

I instantly got hard again. I walked up and squeezed Kagura's big ass and ran my hands over her thick legs "So soft."

"Oh that's nice, it's so sensitive." She moaned.

I teased her entrance with my dick and slowly slid my thick rod into her.

"Mmmmm." Kagura moaned "So big."

Kagura was warm. I started slowly moving my hips. I felt Kagura's big ass press against my waist. It was so soft. Each time I thrust into her, her whole ass shook like jelly.

"Harder Lucy Harder." Kagura moaned "This feels great."

"Kagura you so sexy." I said digging my nails into her ass.

"Hmmm." She moaned "My ass feels so bouncy. I could get used to this."

"Oh I can to." I said as my balls slapped into large legs.

We slammed into each other a few more times before I felt my balls tighten.

"Oh Kagura I'm gonna cum." I warned.

"Fill me up. I wanna feel your hot semen inside me this time."

I bit my lip and groaned "OH FUCK!"

I started pumping Kagura full of semen and when she got off my cock it leaked out.

"That was nice." She said lying on her stomach "But uhh…do you mind helping my break in this new ass?"

"My pleasure."

I walked up and played with Kagura's big cheeks. I bounced them around and made them clap together. Kagura giggled as I played with her butt. I stopped and spread the wiggly cheeks and rubbed my dick against her asshole.

"Do it." She said "Fuck me!"

I slowly entered Kagura's tight butt. She groaned as my thick cock slid into her.

"Ohh fuck yeah." Kagura moaned as I started moving my hips.

Kagura had her head on I pillow as I slammed into her large ass. It felt so soft as my crotch pressed against it. Kagura moaned as my balls slapped into her. I moved around and flipped Kagura over. I started taking her ass from underneath. Kagura had her legs in a squatting position as I fucked her. Her thighs looked so big and strong as she supported herself as I fucked her.

"Lucy I think I'm gonna…"

"Me to Kagura. I'm gonna fill your ass with cum…"

Kagura's new ass clapped into my crotch and my balls got smashed under her large cheeks. I felt my crotch tingle and I knew what was coming. Kagura started moaning louder and I was moaning as well.

"OH…OH …OHHHH LUCY~~~!" Kagura moaned out.

"KAGURA!" I screamed out as I filled her ass with cum.

The two of us laid down and caught out breath.

"That was incredible." Kagura said pulling the sheets up to cover her body.

"So do you like it?" I asked.

"I might have to by new clothes but I could get used to it. My ass was kinda flat. Excuse me."

Kagura leaned over my and started digging through a drawer. She grabbed something and laid back.

"You want one?" she asked offering me a cigarette.

"No." I said "You smoke?"

She put a cigarette in her moth and flicked the lighter "Only after sex."

The lighter clicked and lit up Kagura's treat. She took a slow drag and blew out smoke.

"Ahh that's nice." She said leaning back "I haven't been fucked that good in a long time, especially by a real penis."

Kagura kept smoking and I laid next to her "So do you wanna hang out some more? Millianna said you were really into sex so…"

Kagura blew out smoke "I plan on stopping by a lot."

Kagura snuffed out her cigarette and gave me a kiss. This kiss was smoky and earthy. We snuggled up and drifted off to sleep.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- More Bunny Girls, More Dancing, More Transformation and Lucy needing a man.**

**Till Next Time!**

 


	48. Iron Man- Gajeel & FemGajeel

_Italics indicate thinking_

* * *

**Lucy's POV**

After spending some more time with Kagura we headed back out to the main lobby. Kagura had managed to get a skirt on but none of her panties would fit her now, if the wind blew everyone would be getting a good look at her. We found Millianna, Erza and Juvia still sitting around talking. The room was a lot emptier; most of the people had gone home.

"Ladies." I greeted.

"Hello Lucy." They said in chorus.

"Whoa!" Millianna said "What happened to you?!"

"Sshhh." Kagura said "Nothing I have fits anymore."

"Did you try the dressing room?" She asked.

"Dressing room?" I asked.

"Where you can pick out an outfit to dance in. I guess we need to check there." Kagura said.

"Outfits…" I mumbled "Oh this could be fun."

"Did you say something Lucy?" Erza asked.

"Oh nothing." I giggled as we made our way to the dressing room.

We got inside and Kagura turned the lights on and I saw closets full of sexy outfits. Kagura went straight into a closet and started digging around till she found a black thong that just fit.

"Look at all this stuff." I said in awe.

"There are so many." Juvia said.

"I just hope on of them fits." Kagura said "And is decent enough to go outside shopping in."

I tapped Juvia on the shoulder "Why don't you try some of those on."

"Really?" she said.

"You can put on whatever you like." Millianna said scratching her ears.

Juvia took off her clothes and stood around in her underwear.

"Wait!" I yelled.

"What is it? Did Juvia do something wrong?"

"Kagura come here." I said.

She walked over and I turned her body and I did the same with Juvia.

"Stick your butts back." I said.

"Huh?"

"Please just do it." I said.

The two moved their hips and their butts collided and smashed together wobbling and looking great.

"So hot." I said looking as the two big butts battled for dominance.

"Kagura is so big." Juvia said "Juvia is jealous."

"You're big to Juvia." She said grinding her ass against Juvia's "very soft."

After that Juvia started trying on costumes.

"Juvia tried this first." She said coming out from the closet.

Juvia was wearing a tight red corset and a black skirt. Her breasts were almost popping out and her thigh high leather boots looked great. She had little horns on and wings.

"A little devil." Erza said.

I sighed "It's okay."

"You don't like it." Juvia said looking down.

"You look fine I just…I'm not feeling it."

"Juvia will try something else."

Next Juvia came out in a blue bunny girl outfit.

"Nope."

A cowgirl with her shirt tied under her breasts.

"Too much like Bisca."

A nurse, a soldier and a sexy witch. Even the Succubus came out as a rock star.

"Am I hot or what?!" the demon yelled.

"No…still not right."

"We're running out of outfits." Millianna said.

"This next one will blow your mind." The succubus said before Juvia's personality came back.

"Ow my head." She said walking back into the closet.

"I hope this next one works."

We waited a few minutes and Juvia walked out and I instantly knew this was the perfect outfit.

Juvia lowered her sunglasses "Does Lucy-Sama like it?"

Juvia looked stunning, from the tight top with enough of the black bra showing. Her breasts were pushed up high. Her ass looked to have been poured into the skirt. The handcuffs on the side and the hat on her blue haired head. Even the mid-calf boots. The sexy cop look was perfect for Juvia.

"No…Lucy loves." I said licking my lips and tackling Juvia.

The other three girls gasped as I started groping Juvia and licking her neck, she was gonna have a hickey in the morning.

"Oh Lucy-Sama!" Juvia moaned.

I popped the buttons off and violently grabbed Juvia's breasts. I had my dick out and I was getting closer to Juvia's hole.

"Juvia this outfit is perfect." I said "I want you so much."

"Do whatever you want Lucy-Sama!" Juvia moaned.

I one movement I slid inside Juvia and started ramming into her snatch. I looked around and saw Millianna kissing Kagura while the girl tickled her cat ears and Erza had her head between Kagura's big ass cheeks. I laid on the ground and crammed my large dick into Juvia.

"Oh Juvia feels so good!" the girl moaned.

"So tight." I moaned "You gonna squirt everywhere?" I asked as I felt myself getting closer to my release.

"If that's what Lucy-Sama wants Juvia will spray her juices everywhere!"

I grunted and gave Juvia more strong thrusts before I got close to blowing my load.

"Here it comes Juvia!" I warned.

"Juvia is close to." She warned.

"JUVIA!"

"LUCY-SAMA!"

I felt Juvia start spraying juices as I came inside her the two fluids mixed is a sexual potion.

"Lucy…sama…" Juvia panted.

I gave Juvia a kiss on the top of her head "I love you Juvia."

* * *

**A few Weeks Later.**

The last few weeks have been tough. Flare told everyone she was pregnant and now I have to deal with two pregnant women in my home…one of how is Aquarius. God she's cranky. Aquarius finally started showing and is still about Five months away from her due date and Flare is only Six months away. Aquarius has reached the cravings portion of her pregnancy and Flare is having a ton of mood swings.

"Yo brat!" Aquarius yelled "We're having fish for dinner!"

"Sniff…I don't like fish." Flare said wiping her tears away.

"My life is hell." I mumbled.

I told Virgo what the two said and she said that she could take care of dinner. I in the meantime was laying on my bed trying to relax.

"What's wrong Lu?" Levy asked taking a seat on the bed.

"I really need to be more careful." I groaned "Two pregnant woman suck. Their stressing me out."

Levy leaned in close "You wanna relax."

"Not really." I said "I'm just not feeling it. You know I haven't gotten any in a long time. Natsu never really seems to wanna do it. He and I haven't had sex in a while. I need a man Levy."

"Well then you're the one who's in a though place. Once you get naked you'd probably turn most men off."

"Curse this amazing dick of mine." I said laughing.

"Well I'm sure you could find someone." Levy smiled.

"Thanks Levy." I said "You're the best."

* * *

**Some Days Later.**

Today was the punishment game. Since there had been no losing team from the Grande Magic Games we had to have a tie breaker, Erza and Laxus would have an even match if Rock-Paper-Scissors to decide.

"Erza…lost…" we all said shocked.

The B-Team had their pick of the A-Team. Mira snatched up Erza and Cana took Wendy.

_You're my only hope Juvia…_

"Juvia will take Gray."

"Huh?" I gasped.

_Juvia why!_

I got stuck with Gajeel.

"How did this happen." I said staring at the bunny outfit I was supposed to get in "Juvia is in so much trouble…was that her plan all along?"

"Lucy what's the hold up?" Levy asked coming into the changing room.

"So um…how am I gonna get in this?" I asked "There's no way I can keep my massive slong hidden in there."

"Come on let's try and squeeze it in there." Levy said helping me get dressed.

I did manage to get everything packed away in my little outfit and somehow I had convinced Levy to put one on as well. This suit was so uncomfortable it was really painful. Gajeel made us get up and dance while he played his guitar, very poorly I'll add. This dumb outfit provides no support at all and my tits were bouncing all over, Levy's to. And my dick was getting irritated by all the movement as well.

_I'm gonna get you for this Gajeel._

Eventually I was allowed to leave the stage and I went back to change.

"See that wasn't too bad." Levy shrugged putting her shirt back on.

"Oh he's gonna get it." I smirked at Levy "I just got a brilliant plan. If it works it'll be great."

* * *

**A couple hours later.**

"Lucy are you sure this is a good idea?" Levy asked as we stood outside Gajeel's house.

"Trust me Levy this will be great. I'll take care of my problem and if all goes according to plan mess with Gajeel to."

Earlier before we left the guild we had made plans for my final punishment from Gajeel to be to cook him dinner. We knocked and Gajeel answered and showed us to the kitchen.

"What're you doing here shrimp?" he asked.

"I'm here to make sure you don't do anything naughty to Lucy." Levy pouted.

Gajeel muttered something before wandering off. The night went as planned and I made dinner. I served Gajeel and made a point to show a little cleavage and show off my sex appeal. Gajeel was pretty hot, very muscular; he was giving me a half chub…

I gave Levy the signal and we put our master plan into motion.

"Boy it's hot in here." Levy said undoing a few buttons on her blouse and exposing more cleavage.

"I know right." I said fanning myself and pulling my shirt around to make my breast jiggle "I'm all sweaty."

Levy and I did some more flirting and Gajeel was all flustered.

"What's the matter Gajeel?" Levy said "Are you alright?"

_And now for the closing shot._

"Are you turned on?" Levy asked.

"What?!"

"We are pretty girls." I shrugged.

"I can see you undressing me with your eyes." Levy said "Looking and my little body and staring at my boobies."

"Knock it off." He mumbled "I don't know what you're talking about."

"Come on." I said taking my shirt off "It's alright; you can play with us if you want."

"The hell do you think you're doing?!" I spat out "Go put some clothes on!"

A half-naked Levy threw herself into Gajeel lap "Don't you want to play with these two gorgeous ladies? You're a real man aren't you?"

Levy moved her lips close "Just take me."

Levy crashed her lips into Gajeel's and the two started making out. I walked over a joined them. Our tongues battled and we moved into the bedroom. Levy and I kissed and grouped Gajeel's muscular body. When we undressed him I noticed two things, first his dick was huge, bigger than Natsu, and second he had no piercings down there which was good because I wanted no part of that.

I was practically dripping down there and I wanted that big dick in me. I got on all fours and stuck my ass out.

"Stick it in me." I whined "Fuck me you big muscular hunk."

Gajeel went to pull my yoga pants off put Levy stopped hi,

"Let's do this."

I felt Levy cut a hole in my pants. You could see my vagina but not my dick or balls.

_Still according to plan._

I felt Gajeel get close and soon his cock was entering me.

"Oh~" I moaned "so good."

"Damn." He groaned before he started moving in and out of me.

"You look so good Lu." Levy said kissing me before moving to rub her hands all over Gajeel's abs.

"Harder Gajeel." I moaned "Fuck my wet pussy."

"Fuck you're so tight." He mumbled.

Gajeel didn't talk much as he fucked me. I moaned as I felt the big stiff dick plow me from behind.

"Oh shit." I moaned "I'm so close."

Gajeel just grunted "Me to."

"Cum inside me." I moaned "I want you warm spunk in me."

"Fine." He grabbed my hips and moved even faster.

"Oh. Oh yeah that's it just a little more." I moaned.

I felt my climax coming and I heard Gajeel grunt and I felt my pussy get warm as his cum poured into me.

"HAAA!" I moaned as I orgasmed.

I fell forward as Gajeel's dick slid out of me. I had also jizzed in my own pants but I kept my crotch down to hide it. I pretended to be asleep and after a little bit I could hear Levy moaned as Gajeel fucked her.

_I hope this works. My revenge comes down to this._

I sat up and pulled my pants off and started jacking off. I had kept my dick hidden so far. My plan was to have Levy distract Gajeel while I got to my breaking point and came on Gajeel. I was betting on this doing the same thing it did to Natsu. If Gajeel didn't turn into a girl this would all have been for nothing, I mean besides a good fuck but then Gajeel would know about my secret.

I had my hand around my thick rod as I jacked of to Gajeel's muscular back and Levy's moaning face. Levy peaked over at me and I mouthed a few words to her.

"Just a little bit more, almost there."

I picked up my pace and I felt myself getting closer. Levy's moans were getting loader and louder and I had no doubt that she was about to orgasm as well.

_Here it comes._

I got in place behind Gajeel and got ready to blow my load on him.

_Hope this works._

I heard Levy moan and felt a surge in my groin.

"Hoooo~!" I moaned softly as I shot semen all on Gajeel's back.

I took a few seconds but I heard Gajeel grumble.

"Fuckin' hell?"

I saw a faint glow around his body.

_YES! It worked!_

_\_ First Gajeel's body got less muscular more soft, and he got shorter. His face got softer and breasts started forming. His hips got thinner and wider and his breasts kept expanding. Then the final and most important change, his dick faded away and soft folds were left in its place. I thought it was over when suddenly studs appeared and pierced the nipples on the ends of his breasts and in his clit.

_I think I'll call her Gabby._

Gabby was sexy. She was tiny, shorter then Levy had wide hips. She still had long black hair and piercings and the most attractive part about her was the massive breasts she had, they were big, even larger than Natasha's.

_Good they look heavy._

"What the hell?!" Gabby whined.

Her voice was so cute, kinda deep but cute for her tiny body.

"Oh good." I said licking my lips "It's time to teach you a lesson."

I stood before the short girl she barely came up to my shoulder.

"What did you do blondie?"

"I'm not so short anymore." Levy said patting the new girl on the head.

Levy was about an inch or two taller than Gabby.

I slowly stroked my dick "Why don't we break in that new pussy."

"Huh?!"

"Up we go!" Levy said picking up the struggling girl and dropping her on the bed.

"Hey wait don't!" Gabby begged.

"Hush Gabby." I said "That's you're girl name, you can be Gajeel later."

I slowly teased the pierced clitoris in front of me and got my dick ready.

"You're tits are huge." Levy said squeezing the massive mammories.

"Yeah those things are big." I said "I'll get to them later."

I slowly slid into Gabby and hissed at the tightness.

"Oh yeah." I moaned "Nice and tight. Feels good to break in a fresh pussy."

Gabby let out a scream and I tore through her virginity.

"It's okay." Levy said "You'll get used to it. Lucy's gentle with her new girls."

"What the fuck are you. HA!" The girl spat as I started thrusting.

"They call us Futanari. I'll explain it all later let my enjoy my new toy. Then when were done we can play dress up."

"What the hell…oh!"

"See you like it." I said as my balls slapped into him.

_Maybe I'll get Juvia over here to help make her friend a little dress up doll._

"This is what you get for making me do all that shit earlier." I said.

"Lu is punishing you." Levy said flicking her tongue of Gabby's pierced nipple.

"Ha! Knock it off!" She whined.

"Why? Don't you like this?" I asked "Natasha certainly does."

"What."

"That would be Natsu." Levy said "He like getting fucked as a girl. Don't you want to outdo him? Be good to Lucy and she might like you more."

A look crossed her face and I knew I was had already one.

"Relax, just let go." I said kissing the tiny girl "I'll make you feel good."

"Fine." She mumbled "Just do it. Let's see what the big deal is."

I smirked.

_She's all mine._

I pushed Levy off and pinned Gabby's body under me and started aggressively fucking her.

"Oh fuck…yeah…it feels so…good." She moaned.

I sped up "Fuck you're so tiny. I feel like I'm gonna smother you."

"How could you when she's got those huge ass boobs." Levy smirked putting her pussy in Gabby face.

"If I'm a girl at least I'm hot." She mumbled before running her tongue over Levy.

I looked at Gabby's massive breast flop around as I fucked her.

_If Natasha's a G those things have to be at least…H cups. God I want to take her shopping and dress her up in sexy outfits. Her measurements are probably all screwy though._

"Oh just a little more." Levy moaned as the newly created girl ate her out.

"I feel like I'm about to explode" Gabby warned.

"I can feel you getting tighter." I moaned "You're about to cum and so am I."

"AHHHAAAA!" Levy moaned as she climaxed.

"OHHHHH!" Gabby moaned as her small body shivered in orgasm.

"GABBY!" I yelled as I pulled out and finished on the huge jugs.

"So?" I asked laying down "How was it."

Gabby looked away "I guess I could get used to it…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Side Chapter next time, let's explore Edolas a little.**

**I have a brief three part AU side story coming up- The theme will be Medieval.**

**Till Next Time!**

 


	49. SS9- Lisanna's Hell on Edolas

_Italics indicate thinking_

**This Chapter Deals with touchy subjects (Rape, Mind Break and Torture.)**

**YOU HAVE BEEN WARNED!**

* * *

**Location- Edolas Fairy Tail**

**Lisanna's POV- Approximately 9 years ago.**

I've been in Edolas for about two months now. I'm finally starting to understand everything, the quirks about people's personalities. I miss my Fairy Tail but the people here care so much. There are some people I don't recognize, Lucy, Juvia and a girl named Wendy. I think I've blended in well no one really seems to think I don't belong.

Everything was going well. I was cleaning up the guild hall and the place was mostly empty. Mira and Elfman had gone home the only person still around was Lucy.

"Hey Lisanna." Lucy called "I need you help for a second."

I liked Lucy, she was a nice girl. Sometimes she was mean to Natsu but we had become friendly. I walked into the room I heard her call from but I didn't she her.

"Lucy? Gah!"

In a second I felt an arm wrap around my neck and I got pulled into a chokehold. Not being able to breath hurt, my vison was blurring I was in pain, and I could feel myself slipping away. Before I passed out I saw someone with blonde hair drop me to the floor.

* * *

**Some Time Later.**

_Where am I?_

My head was throbbing, I was really cold and I could barely see straight. I opened my eyes and saw I was in a dark room. For some reason I had no clothes on and I was locked into a set of stocks bent over in an almost 90 degree angle.

"What the hell?!" I yelled.

"Good you're awake." A voice said.

I looked over and saw Lucy sitting in a chair, also naked. When she stood up I was shocked, she had a penis.

"What is this." I said confused.

Lucy looked me over and then slapped me in the face.

"OW!" I screamed in pain.

My cheek was throbbing from the pain.

"Who the fuck are you?" she asked.

"I'm Lisanna" I said dumbfounded.

She spanked me "Don't lie to me, who are you."

"Lisanna!"

She spit in my face "Who are you!"

"LISANNA!"

Another slap.

"OW! Why are you doing this? You're hurting me!" I said as tears ran down my face.

"Because I hate being lied to." She said "you aren't Lisanna."

"Yes I am!"

She spanked me again and I felt something rubbing against my pussy.

"What are you doing?"

"Who are you…?"

"Lisanna." I said holding my resolve.

I felt something enter me and Lucy pulled my hair. I screamed out in pain as Lucy tore my innocence away.

"This isn't Lisanna's pussy… you're a virgin…who are you?"

"I'm…I'm Lisanna."

"I know you're not Lisanna. Lisanna was addicted to sex yet it's been two months and you haven't come to me once. So stop lying who are you?"

I felt her spank me again. My ass was stinging, I was crying like a baby and Lucy kept hitting me. Each time she asked I told her I was Lisanna. I felt my body rock as the thing between Lucy's legs ravaged my virgin hole.

"Stop holding back!" Lucy yelled this time hitting me with a whip "Who are you!"

"I'M LISANNA!" I screamed.

"Fucking bitch!" Lucy yelled slapping me "UGH!"

I felt her pull out and something dribbled down my leg. I was screaming and crying, I was scared and I didn't know what to do.

_Natsu…help me…_

Lucy knelt before me and shoved her tongue in my mouth; she licked the tears off my face before spitting on me again.

"Just tell me who you are…" she said attaching something to my nipples when I didn't answer she flipped a switch.

"AHHHH!" I screamed in pain and my nipples got shocked and clamped.

She shoved something in my vagina that also shocked me. I felt Lucy's man part push into my ass and send pain though my body.

***SLAP!*** "Who the Fuck are you!"

"I'm…I'm…Lisanna….Lisanna Straus…"

"Grrrr…Just give in!" she said tugging my hair "Stop resisting!"

I was crying and begging her to stop but she just kept hitting me and attacking my holes.

"Who are you? I'll stop if you tell me."

"I'm…I'm Lisanna Straus…A Fairy Tail Wizard…"

Lucy growled something and slapped my face again "You did this to yourself."

Lucy turned off the light, let me out of the stockes and walked out of the room.

"Don't leave me here please!" I yelled.

The door was locked. No one answered; I curled up in the corner and I fell asleep to the sounds of my own sobs.

* * *

**The Next Morning.**

"Ready to tell the truth?" Lucy asked digging her nails into my butt.

_It hurts…it hurts so much…I just want it to stop._

I was all cut up and covered in bruises. My hair was a mess and my cheeks were stained with tears and my legs with semen and blood.

"I'm Lisanna."

"Why do you keep lying to me?"

"I'm Lisanna from a place called Earthland…I'm not your Lisanna.

"I see…So our Lisanna…really did die." She said looking down "You better not make Mira cry. You'll stay here and make sure she doesn't have to cry for you again."

"Alright."

Lucy gave me a glare "What was that. You will address me as Ma'am."

"Yes Ma'am." I said shaking.

"Good, go get cleaned up…and you better not tell anyone about this or you'll be in a world of pain."

"Yes Ma'am." I said running off.

I got to the bathroom and looked at myself. I was a mess.

_Someone help me…_

* * *

**Weeks Later.**

I keep blending in in Edolas, Lucy rapes me almost every day…My body is covered in bruises…I'm so scared…I want to go home and have Natsu hold me and tell me it will be okay…

"Lisanna." Lucy yelled "Let's go."

"Yes Ma'am." I said following her.

This time I was chained to a wall in her dungeon. As usual she started hitting me and whipping me. I had stopped being able to cry…there were no tears left. Mentally I was starting to lose hope.

_No one's coming to help me…this will be my life…a cum-dumpster for Lucy…Mira…Elfman…Natsu…I miss you…please help…_

"Jeez you're dripping" Lucy said "You're almost as good as the real Lisanna."

"I'm Lisanna." I sobbed.

***SPANK!"**

"I'm Lisanna!"

***SLAP!***

" **I AM LISANNA!"**

" **NO YOU'RE NOT!"**

Lucy punched me in the face. My cheek tingled but it didn't sting. Lucy went around and shoved her dick up my ass.

"Don't use that name Skank! Tell me what you name is."

_Am I even alive anymore? Am I even Lisanna?_

"Lisanna."

***SLAP!***

_It felt so strange. Different than normal…It felt…good._

"No! Ask for forgiveness."

"I'm sorry…I'm Lucy Ashely's dirty bitch…please punish me."

Lucy slapped me I moaned out of nowhere.

_It fells nice…_

"Thank you Ma'am…can I have another?"

Another slap and another moan.

"Another!" I begged.

Again, that was the one…something in me snapped on that slap.

"MORE! HARDER!" I begged "Beat me like a punching bag!"

"What the hell?!" she said confused.

"It felt so good! Please hit me more!" I wiggled around in my chains "Destroy my ass, make it red, and cover me in bruises!"

"Holy Shit?!" Lucy said shocked.

"It hurts so good!" I screamed when she spanked me "Don't stop Mistress I need to feel pain! I'm a bad girl who needs to be punished! It's the only way to know if I'm still alive!"

"You've snapped." She said.

I flailed around in the chains "I need to hurt; Pain is all I have left! Fuck my asshole! Fill it with your steaming cum! Hit me and fuck me till you're content!"

"If that's what you want." Lucy said inserting herself into my ass and giving me a few good lashes.

"I see blood!" I moaned "I am alive! It feels so good!"

Lucy started moving faster and faster. She spanked and whipped and spit and punched all over my body.

_I've never felt this good before. Is this Heaven?_

"Lisanna I'm so close." Lucy warned.

"Don't stop!" I moaned "Make it hurt!"

"LISANNA!" Lucy moaned as she came inside me.

"OHHH~~!" I screamed in pleasure.

Lucy let me out of the chains and I was in some much bliss and pain I couldn't stand.

You alright?" Lucy asked "I got a little violent there."

"Hit me…" I whispered "Please…hit me more…."

_**Lisanna the girl died that day…But Lisanna the Masochist butterfly was born.** _

* * *

**Many Years Later**

**Edo-Lucy's POV**

"Mamma Mamma!" Simon yelled.

"There's my little man." I said picking the boy up.

"Mamma let me use a sword today." The little boy explained.

"You let him use a sword."

"He brought it out on his own." Knightwalker explained.

I but the red haired boy down.

"You know you can't go throwing your magic around everywhere." I said.

"Sorry Mamma."

"It's alright." I said hugging him.

This little boy is Simon Knightwalker, son of Erza Knightwalker and Lucy Heartfilia. Since Earthland Lucy can't be here I took reasonability for her. Simon is a special child; he's the only person in Edolas that can use magic. He doesn't know I'm not his real mom…maybe someday he can go meet his real mother…Prince Jellal just let us open one small anima…

"So." Erza asked "You guys wanna head back to the castle?"

"Yeah, let's go!" Simon said running off.

"Hold on don't run off!" I yelled chasing after him.

"Simon slow down!" Erza yelled.

I looked over and locked eyes and she picked the giggling boy up. She smiled back. I moved her short bob to the side and gave her a kiss on the cheek. I thought about some things from my past…

_I won't be that again…Love not hate…_

"I love you guys…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**I'm Sorry this Chapter got dark but I wanted to try something different and Show how Lisanna went for cute little girl do the sniveling punishment whore she became.**

**Next Chapter Hint- The first Chapter in the three part Medieval AU Side Story. This story won't star Lucy but it will have a ton a Futanari and the main Character will be a swordswomen from a certain guild.**

**Till Next Time!**

 


	50. Knight Kagura Part 1

_Italics indicate thinking._

_**This is Part one of the Knight Kagura Trilogy.** _

* * *

**Kagura's POV**

My name is Kagura Mikazuchi, and I am a squire in the service of her majesty Queen Hisui. I live in the Futanari Kingdom. In our world most people have evolved to have both genitalia. Some who are, those with a mutation that makes them only have one are exiled…like my brother.

I was raised by a woman named Lucy Heartfilia, y mother. I grew up on the back streets and one day I was lucky enough to get into her majesty's service.

We live in a world dictated by the body. Those with Large breasts, big butts, and thick cocks are those of a higher class. They say the queen looks like the embodiment of beauty. I currently serve as a squire. You don't get any smaller than us, even the low class presents are more attractive, it's supposed to be a sign of humility or something… so long story short I'm flat as a board and my dick isn't much more than a little nub.

"I'm going out mother." I called "I must accompany Lady Erza on a quest."

Erza is the knight I serve under. She is one of the two knight Generals, alongside Lady Levy. The only person who ranks above them is high commander Minerva.

"Alright." Mom said "I love you, be careful."

"I love you to mother." I said heading to the training grounds.

I made my way through the back streets of town. I passed by old faces and said hello.

"Hey Kagura." Cana called.

Cana is my oldest friend. She is part of the lower class so she actually has some small breasts…I've never seen her penis though. Cana works as a waitress at a local pub.

"Hello." I said "Where are you going?"

"Off to work." Cana said "You?"

"Erza and I must go out of town. We have to slay some kind of monster."

"Being a knight must be exciting huh?" Cana said.

"I'm not a knight yet." I said "Maybe one day…"

"It's always been your dream." Cana said "you'll be a knight someday I just know it."

"I hope so." I smiled.

Cana and I parted and I headed to the castle grounds. I found Erza striking at a training dummy.

"Right on time squire." She said "Come along we have much to do."

"What is it that we must do Milady?" I asked.

"We have to slay a dragon."

* * *

**A Few Days Later.**

Erza and I have been traveling for a few days now. We were still a few days away from the dragon's location. We had stopped at a small town to rest for the night.

"Kagura let's go bathe." Erza said.

"Yes Ma'am." I said following her.

We entered the bath and stripped down. I looked at Erza, she was so pretty. She had large breasts and butt worthy of someone in her position. I looked down at myself, nothing but a flat board. Even my penis looked kinda sad with how small it was. Erza was so big; she had large testicles and a penis that was at least 10 inches long when it was hard.

"Haa…" Erza sighed as she relaxed in the water.

I joined her in the water and got washed up.

"Are you done?" Erza asked.

"Would you like me to wash you now miss?" I asked.

"Of course."

I got the soap and cloth and started cleaning Erza. I did her back and her arms. I moved to her large breasts and smooth stomach.

"Mmmmm." Erza moaned as I scrubbed her body "Very good. Don't forget the rest."

"Of course Ma'am." I nodded.

I moved down and started washing her crotch. Her penis started getting hard as I washed it. I was hard to but it was so small you couldn't tell. I lathered up her balls and got her clean.

"Very good." Erza said "Let us head to bed."

I followed Erza back to our room. We got inside and she closed the door before kissing me.

"Miss Erza." I moaned as she grabbed my body.

"Time to please me." She said.

In or world you can pretty much have sex with anyone in a lower class then you. So if Erza says she wants me to please her I don't have much of a choice. Not that I'm complaining I like having sex with Erza. Sex is a normal part of our society, you can walk down the street and see people fucking in an alley and no one will bat and eye.

I kneeled before Erza and took her dick into my mouth. Erza usually fucks me at least once when we go on a quest.

"Oh yeah that's it." Erza moaned "Your mouth is so good."

I bobbed my head back and forth and Erza moaned as I gave her a blowjob. Erza groaned as I sucked on her long thick cock. I made loud slurping noises to turn her on.

"Oh Kagura…more…"

"Right." I said sucking more and more.

"Mmmmm…HAAAA!" Erza moaned and I felt her warm cum start filling my mouth.

I swallowed the thick semen and moved onto the bed. Erza crawled on top of me and slowly slide her hard rod into me.

"Ahh…" I moaned at the size.

"So good." Erza said as she started moving her hips and forcing more of her cock into me.

"Lady Erza." I moaned as she plowed me "It feels incredible."

"I haven't had a squire as tight as you in years." Erza said "You're so good Kagura."

Our moans filled the room as Erza and I grinded our bodies against each other.

"Kagura….here it comes!" Erza warned.

I felt my walls tighten as I reached my breaking point.

"OHHHHH!" Erza moaned.

"HAAAA!" I screamed out in pleasure.

Lady Erza pulled me close and we drifted off to sleep.

_I hope I can do this one day._

* * *

**A Few Days Later.**

Erza and I had arrived at the ruined castle where this Dragon was supposed to be. When we got there we couldn't find a dragon.

"It's a big Lizard it can't be that hard to find." Erza said.

"Maybe it's not a real dragon." I shrugged.

Suddenly a blast of fire blew us back.

"What?" I said confused.

The smoke cleared and I saw Erza had been blow back and was buried under what was left of a building.

"Get out!" A voice yelled "Leave this place!"

I grabbed my sword and looked for the voice. There was a dark red lizard at the end of the road. It was massive.

"Kagura run." Erza said "Get away don't worry about me."

"No." I said "I won't leave you behind."

"That was an order." Erza said.

"Then it's an order I cannot follow." I said running forward "Die beast!"

I slashed at its neck but I bounced off the scales.

"Foolish girl!" the beast roared and was about to stomp me.

" **DIE!"** I thrusted my sword forward and pierced the dragon's heart.

The monster roared before it keeled over and died. I went back over and helped free Lady Erza. She wasn't happy that I had disobeyed her.

"But regardless…excellent job slaying that beast."

* * *

**A Few Days Later.**

Erza and I had returned and the queen wanted to speak with us about how the incident with the dragon had gone. I had never met the queen so I was very nervous. I followed Erza's lead and bowed as the queen stood from her throne. Queen Hisui was incredible, she really did look like a goddess, large breasts, curves that went on forever and a butt the wobbled all over.

"Raise your heads." The queen said.

We looked at the queen.

"General Erza." She said "Please fill me in on your latest adventure. How did the situation with the dragon go? We're you able to slay it?"

"Not quite Milady." Erza said.

"It's not like you to return with a job unfinished Erza." Queen Hisui said.

"The dragon is dead Milady, but I am not the one who felled that beast."

"Then who did?"

"Squire Kagura." Erza said gesturing to me "Had it not been for her bravery I most surely would have died."

"Is this true young warrior?" the queen asked me.

"Umm…Yes Milady…But I was just doing what Lady Erza taught me."

The queen smiled "You've been a squire for quite some time correct Kagura?" Hisui asked.

"Almost two years now." I said.

"You have shown great bravery young squire." Queen Hisui said "You have earned the right to become a full-fledged knight; we will have your ceremony tomorrow."

_Me a knight._

"Th…thank you your majesty." I said bowing.

"I have no further questions." The queen said "I look forward to seeing you tomorrow."

Erza and I left the throne room and headed back to the knights barracks.

"Congratulations Kagura." Erza said.

"I couldn't have done it without you Lady Erza."

"Go home, get some rest you have a big day tomorrow." Erza said.

"Thank you again." I bowed.

"Make sure to wear loose clothing tomorrow." Erza said.

"Huh?" I said "Did you say something."

"It's nothing." Erza said walking off.

* * *

**The next day- Kagura's Knighting Ceremony**

I was in the throne room with very few people around. Mom was there, the generals and High Commander Minerva were there and that was about it. Queen Hisui stood off her throne and made a speech before she walked up to me.

"Raise your head." She said.

I looked up at the queen. She took a sword and touched each of my shoulders and my head.

"I dub thee, Lady Kagura, Knight first class." Queen Hisui said.

"Thank you Milady." I said.

I suddenly felt a shock go through my body.

"HA!" I gasped as warmth overcame me.

_What is this?_

The warmth was moving through me. It stopped when it got to me chest.

"OHH!" I moaned as I suddenly felt my breasts press against my tunic.

_My breasts are growing?!_

"Ha…Ha…Ha!" I panted as they grew larger and larger.

They were pressing against my shirt before it stopped. I looked down and saw my chest was large now, worthy of a knight.

"AH!" next the warmth moved to my butt and it started to grow.

_My body is adjusting to its new standing. I'm becoming sexier._

I felt a decent amount of flesh get packed onto my ass as it strained against my pants.

Then the warmth moved from front to back.

"HAAAA!" I groaned as I suddenly felt my penis start getting longer.

My balls got heavy and started to get bigger. They we dropping lower as my penis snaked through my pants and made me groan.

"Ohh!" I moaned and panted before the warmth left my body.

"You are now officially a knight." Queen Hisui said "I'm expecting big things from you Lady Kagura."

"Yes Milady." I said.

"You are all dismissed. I will see you at the ball later."

I was pulled into a side room and someone started taking measurements so I could have a dress for the ball.

"Cup size…E" the one lady said.

They yelled out a bunch on numbers and took measurements. I looked at my body. I was hot. I had large breasts and a nice butt. Even my penis had gone from a tiny nub to about 9 inches long when it was hard.

"We're all done Lady Kagura." The one attendant said "We'll bring you the dress for tonight's ball in a few hours."

I went back to my room at the knight's barracks. Now that I was a knight I could live there. I had moved all my stuff in and was relaxing on the bed.

"I can't believe getting promoted did this to me…it felt so good."

I squeezed my breasts and poked my dick. They made me feel so good. I instinctively wrapped my hand around my penis and started stroking.

"Oh…oh that's nice…so this is what it feels like."

I moved my hand faster and faster sending pleasure through my now large dick.  
"Oh fuck….This is incredible!" I groaned.

I felt a surge in my now heavy testicles.

"OHHHHAAA!" I moaned as cum started flying out of my dick.

I laid back on the bed.

"That was incredible." I panted "I can't wait to try this out…"

* * *

**At the ball.**

I was waving and saying hello to many people.

"So did you like it?" Erza asked "The ceremony is certainly special."

I blushed "It was…unique."

"I remember my first time…wow…I've had to do it twice, once for being knighted and once when I got promoted to general."

"Maybe I'll be a general one day." I smiled.

"We'll have to wait and see what the future holds." Erza said heading off.

I looked around the ballroom and made small talk. I was going to go get a drink when I bumped into someone.

"Oh my." The girl got up and dusted herself off "Lady Kagura."

"Miss Millianna." I smiled.

Millianna is the daughter of a merchant. Therefore she is a member of the merchant class; she's below me on the social ladder. I chatted with her about stuff before the ball gradually started to empty out.

"Well I should get going." Millianna said.

"Hang on." I said grabbing her wrist "Why don't we head back to my room and continue the party."

Millianna slyly raised an eyebrow "Are asking what I think you're asking?"

"Lie with me." I whispered.

"It would be my honor." Millianna said before we headed to my room.

We got back to my room and started stripping. Millianna was a merchant so her sex organs were smaller than mine. Her dick was hard but it was only 5 inches long. Her breasts were much smaller but she was so cute I wanted her.

The two of us kissed and grouped each other.

"Kagura." Millianna moaned as I sucked on her breasts.

"So sexy." I whispered "I want you so much."

I pushed Millianna onto the bed and squeezed her ass

"Fuck me." She moaned.

I got close and pushed my cock into her warmth. The feeling of a vagina squeezing my dick was insane. I had never felt such pleasure.

"Ugh." I groaned as I plowed her

"This is your first time?" Millianna said "You know what you're doing."

"I had a great teacher." I moaned as I heard my balls slap into her legs and heard Millianna's dick flopping around.

"Fuck this is good." Millianna moaned "Knight Cocks are great!"

"Oh….something's coming!" I warned.

"OHHH!" Millianna moaned and her walls tightened.

"I'm cumming!" I moaned.

I pumped Millianna full of cum and laid down. We went at it for a few more hours before passing out.

_I'm gonna have a lot of fun being a knight…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Frozen in Time.**

**Till Next Time.**

 


	51. Ice Age Part 1- Ur

_Italics indicate thinking_

* * *

**Lucy's POV**

"Pfffttt! Hahaha!" Natasha laughed "You got turned into a girl!"

"What are you laughing at you're one to!" Gabby snapped back.

Natasha patted the much shorter Gabby on the head. After our time the night before Levy and I had played dress up with Gabby before introducing her to her fellow dragon girl. I had been nice enough to tell Gajeel how he could change back but I had made it clear that he was never to speak of happened in the room that night.

"You've turned the two of them into females." Hisui said "I knew that Futanari could do things like this but I've never seen one up close like this."

Oh yeah Hisui and her knights are in town for a few days.

"You only had Cosmos and Kamika, both of them were immune."

"Yes. I've never changed anybody myself." The princess explained.

Natasha and Gabby were screaming at each other. Natasha being more accepting of her feminine form was harassing Gabby about her dislike of it.

"I don't know why you bothered with her Luce." The pink haired girl said "You didn't need her…or him."

"What was that flame brain?" Gabby said standing on her tiptoes.

"Lucy doesn't need you short stuff."

"Who you calling short?" the pierced girl growled.

"Calling it like I see it metal mouth. You couldn't even keep it in your pants long enough to find out what Lucy really was."

"Says the girl who did it with Gray on their first date." I mumbled.

"How bold." Hisui gasped.

"It…it wasn't like that!" Natasha yelled.

"You're fucking guys. Aren't you a man under there?"

"I could ask you the same thing Jugs." She laughed grabbing the black haired girls breasts "Those things look like watermelons strapped to your chest."

"Yours ain't much smaller!" she countered.

Natasha turned around and flipped her ponytail into Gabby face.

"Ow hey watch it. Your damn hair is stuck in my earing!"

While the two of them argued I chatted with Hisui.

"So." Hisui said sipping her tea "How do you plan on controlling the two of them."

"The most obvious way." I smirked.

Hisui smiled back "You are the queen."

I giggled at the name she called me "I think I need to stop the two of them…wanna help?"

"It has been a while." Hisui said though half lidded eyes "Someone new could be fun."

"You want Fire or Iron?" I asked.

* * *

**In the bedroom.**

"Harder!" Natasha moaned as she rode Hisui.

I kept moving my dick between Gabby's huge knockers. Just like when she's male Gabby tends to keep quiet during sex, unlike Natsu and Natasha who tend to get loud.

"You gonna stick it in me or not?" she asked.

"Since when do you want it?" I asked "I thought you were a big strong man who didn't want to be fucked like a girl…you like it don't you~"

She just blushed and didn't respond.

_Just like Natsu…awfully interested in the girl side of things…_

"Natasha you're so warm." Hisui groaned as the pink haired girl bounced up and down.

I moved around and laid Gabby on her side. I grabbed her breasts and played with her pierced nipples as I slid into her.

"Ohh…" she groaned "So thick….cock…good."

I squeezed her breasts roughly "You're so sexy…These big H-Cup titties of yours are so sexy."

I heard Hisui and Natasha fucking next to us.

_She's right they are loud._

I slowly started grinding into Gabby and making her moan as I fucked her.

"Moan for me." I whispered "Moan my little bitch."

"Ahh…Lucy…" she hissed "please…fuck me more…I'm already so close…HAA!"

"Already cumming bitch…unacceptable."

I slapped her huge breasts and made her gasp as she came "I've already planned the perfect punishment." I moved my hips faster "Now I'm gonna pump you full of cum!"

I felt my balls slap into the iron dragon's pussy a few more times before I felt my climax rapidly approaching.

"OHH YESSS!" I moaned filling Gabby's pussy with my warm cum.

I looked over and saw Hisui and Natasha had fallen asleep and I followed suit.

_I'll call Juvia in the morning and have her deal with Gabby's punishment…It's only been a day and I already have this little minx wrapped round my finger…_

* * *

**A few days later.**

It's been about a week since Hisui came by for her visit, but she still hasn't left.

_I can't have a princess living here. When did my mansion become the second girl's dorm?_

I was relaxing on the couch reading a picture book to Asuka when I heard the doorbell ring.

"I'll be right back sweetie." I said.

"Okay mamma."

When I answered the door I was surprised at who I saw.

"Meredy?"

"Lucy…Can I come in?" she asked not looking up.

_She sounds…off._

"Yeah come on."

Meredy took a seat at the kitchen table and waited for me to tuck Askua into bed.

"What's wrong?" I asked taking a seat.

"It's Ultear…she disappeared. Has she been by here?"

"No I'm afraid not. When was the last time you saw her?" I asked.

"The day after the dragons attacked." Meredy explained "But she seemed off. When Jellal and I woke up the next morning she was gone."

_Ultear would never leave Merry without saying something…_

"Why don't you stay here for a few days while we get this sorted out?" I asked "Does Jellal know you're here?"

"Yes he went to go see Erza at the girl's dorm."

_He better watch it before her ends up like Gajeel and Natsu…Wait! When did this become a punishment to men who cross me?!_

"Okay. I'll take your bag why don't you go get changed. I think Sorano's things could probably fit you."

"Oh that." She said with the bag "Be careful with it. It's actually Ultear's."

"What is it?" I asked.

"Miss Ur."

"Huh?"

"It's water from Galuna Island." Meredy said "It's what Ultear used your semen to try and revive…but it didn't work. Your semen is magical but just not magical enough it seemed…"

I opened the sack and saw it was full of jugs of water.

"This is Gray's Master?" I said shocked.

_I knew Ultear had said that was what her experiment was but I thought she was joking._

"I'm going to take a shower." Meredy said.

"Alright." I said "I'll take this stuff to my room. You can spend the night with me."

Meredy headed off and I went to my room and looked at the bottles.

_**Your semen…just not magical enough…** _

What Meredy said kept running through my mind.

"That sample was from Seven years ago…" I said "Hisui said when I got bigger the magic power in my testicles increased…should I try...?"

If this worked and did revive Ur there would be no doubt Ultear would come out of hiding to find her…I had to try.

I went to the bathroom and pulled the stopper on the tub. There was a lot of water here, more than enough to fill the tub.

_How the hell does she lug all this around…maybe it's a time mage thing?_

I looked down at the water and I got undressed.

_I'm trying to revive a woman that was turned into ice…I must have gone insane._

"This will take as much magic as I can muster up." I mumbled.

I wrapped my had around my dick and started stroking. I jacked off and squeezed my balls. I actually hadn't had sex in a day or two so I expected this to be a big and powerful load.

"Oh boy…here it comes!" I groaned "UGH!"

I felts my nuts explode as cum started spraying out and mixing in with the Ur water in the tub.

"That felt great…kinda hope that did the job…"

I waited for about ten minutes but it didn't seem like anything was going to happen.

"I guess there's stuff even my magic can't do."

I got up to pull the drain. When my hand got close suddenly the entire tub froze over.

"What the heck!" I gasped.

The ice began cracking and glowing.

"Did it really work." I said flabbergasted.

The light shining off the frozen water was blinding. There was a flash and when my vision returned I gasped.

There was a naked woman in my tub. She had a face that looked like Ultear and a body almost as mature. She was tall and one of her legs was ice.

"This is…Ur."

The woman's face twitched and she groaned.

"Ugh…what happened?" she said rubbing her forehead "Where am I?"

"Ur?" I asked.

"Yeah that me." She said "Who are you and why am I naked?"

"My…my name is Lucy…"

"I'm Ur nice to meet ya. Can I Uhh get some clothes?"

"Do you know where you are?" I asked.

"So far I deduced that I'm in the bathroom of a Futanari." She shrugged making her breasts bounce "That's about it."

"Oops." I said covering myself.

"That's not the first dick I've seen girly relax. My ex-husband had one…wasn't that big though. That and I raised two boys who had bad stripping habits…GRAY LYON! Where are they?!"

I looked at her in shock as she grabbed my shoulders.

"Do you know what year it is?" I asked.

When she answered she was off by almost twenty years.

"Ma'am it's X791." I explained "You've been frozen for almost two decades."

"What." She said confused "The…spell worked…how I am alive? Iced Shell kills the caster."

"I managed to bring you back, everything but that one leg." I said "With a little sexual healing and Futanari Magic."

Ur looked at me…I looked at her. Ur was tall, large breast, cute butt, and great legs. I was salivating at the sight of her.

"So…Uhh." I shrugged.

"Dammit girl." She said covering herself with a bathrobe "Your blood's rushing to the wrong head."

I looked down and noticed I had a boner.

I just groaned "Sorry about that." I said "It tends to have a mind of its own."

We headed out to bedroom and when I turned around Ur was naked again.

"Do all ice mages have a stripping habit." I asked.

"Huh?" she asked "I do have a habit of getting undressed but I took this off for a different reason."

Ur pushed me back on the bed and put her hands on my thighs "You brought me back to life; I guess I owe you one."

I licked my lips "Paying back with sex. Lucy likes."

Ur smirked "You can fill me in with more info later. Fill me with this for now."

Ur licked my cock before taking it into her mouth and wrapping her breasts around the base. Ur slowly bobbed her head up and down sending cold shivers down my spine.

"Ha that's great." I moaned "I like the way you repay debts."

"This thing is massive." She said rubbing her hands over my dick.

I relaxed on the bed as Ur went to town on my cock. She was defiantly experienced and good at her job.

"Get up here let me please you." I said.

I pulled Ur onto the bed and moved her legs to the side. I started licking her mature folds as she kept sucking my cock. I had my hand on her ice leg, it was solid but it wasn't ice cold.

"Oh Lucy…that feels so good…feels like it's been ages since I've had sex."

"Ur." I groaned "I'm getting so close."

"I'm hungry." She said "Let me taste some cum. I'm already about to lose it from your tongue."

Ur sucked a little more.

"Oh here it comes!" I warned "I'm Cumming!"

I heard Ur start gagging as I filled her mouse up with cum.

***Cough!*** "Holy Crap that was a lot."

I pulled Ur up next to me and started kissing her. We made out for a few minutes till I felt my hard on come back. I pulled her on top of me as we kissed and slowly neared her entrance.

"Stick it in me." She said "I haven't gotten any in years…I mean before I…you get the idea."

"Yeah." I said slowly pushing my dick into her warm folds.

"OHHH~" she cooed "Big…so big…" I had to stop about halfway in to let Ur adjust "Okay put more of that man meat in me."

I grunted at her tightness and forced more of my rock hard cock into her. I slowly started thrusting and Ur began moaning.

"So tight…how the hell did a baby come through here?" I mumbled.

"You say something?" she asked.

"Nothing…no more talk let's fuck like animals." I said.

"Yeah." she said as my balls slapped into her ass "OH More! Harder!"

I grabbed Ur's tight ass and started moving my hips even faster. Ur was moaning louder and louder as our bodies collided.

"I'm…I'm so close." Ur said "Ah...ah…ah…LUCY!"

I felt Ur get unbelievably tight and lost control.

"Shit…ha…UR! FUCK!" I screamed as I felt cum start pouring into Ur.

"OHHH!" she moaned "SO MUCH!"

The two of us fell back making the bed groan.

"That was…wow." Ur said.

I kissed Ur and pulled her close "I have so much to tell you."

I heard a creaking noise and then a gasp.

"Lucy…who is that."

"Merry!" I gasped.

Ur gasped and covered herself.

"Explain please." Meredy said giving me the evil eye.

"Ummm…well."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Ice Mage 2: Frozen Boggaloo.**

**Till Next Time!**

 


	52. Ice Age Part 2- Gray & FemGray

_Italics indicate thinking_

* * *

 

**Lucy's POV**

After explaining to Meredy what had happened we packed it in for the night. The next day we got Ur something to wear and filled her in on the happenings of the world. She was adjusting well but still hadn't left the house. I had told her Gray and Lyon were fine but hadn't explained the exact location of the two.

"Lucy" Merry called "What are we gonna do about Gray? Lyon to."

"I don't know they'll find out eventually."

We debated before deciding we had to take her to meet Gray, it was the right thing to do. We took Ur through town and looked for Gray. I had a good idea where he could be found and sure enough I was right.

"That guy there." I pointed out "the one without the shirt on, that's Gray."

Gray was walking down the street talking with a poorly clothed Natasha. Natasha was wearing a tank-top and running shorts.

"That…that's Gray…" Ur said looking kinda sad "He's so grown up…"

"Yeah that's Gray." Meredy commented.

"He could stand to have a better choice in women." Ur said "That girl should cover up."

I looked over and Ur was taking her shirt off.

"You're one to talk!" I yelled pulling the shirt back on her.

"Hey keep it down." Merry warned "They're gonna hear us."

"I'm gonna hear what?" Natasha said popping in from around the corner.

"AH!" we all screamed in surprise.

After we all calmed down I had explained to the new arrival what had happened.

"Oh so you're Gray's Master." She said.

"And what are you?" Ur asked "His Girlfriend?"

Natasha scratched her head "Our relationship is…complicated."

"Natasha is also Natsu, Gray's best male friend." I explained.

"About that." Natasha said "How are you gonna explain her. Cause if you tell Gray the truth…maybe it's time I come clean to."

Natasha looked scared. Not nightmare scared but scared of the future, scared of rejection.

_If Gray finds out the truth…it might break her heart._

"You've been walking a dangerous path." I said "You had to know this could happen. It was only a matter of time till Gray learned the truth."

"I know."

"So does that mean were gonna tell him?" Meredy asked.

"We'll bring Gray by the mansion tonight. Tell him about Ur…and about Natsu."

**That Night.**

"This is actually the first time if been in here." Gray said "Nice place you got here."

"Oh thanks Gray." I smiled "By the way…put your shirt back on."

"What the hell. How did that happen." He said as he pants also disappeared.

I gave up and started having conversation with the half-naked Gray.

_I never realized Gray was this handsome…I get what Natasha sees in him, very muscular._

"So Gray." I said "I have a bit of a surprise for you."

Gray looked at me perplexed "This better not be something weird."

"Not even close Pervert." I scoffed "Get out here!"

I heard footsteps and Ur rounded the corner. It was quite for a while before Ur waved hello.

"Hello Gray."

"Ur…"

"Surprise." I deadpanned.

"What the…how…"

"Magic." I said "Look it's really complicated."

"Lucy are you doing black magic or something?" Gray demanded.

"I'm insulted that you would even think that." I pouted.

"She's right Gray that's rude." Ur defended.

"I watched you die!" he yelled.

"Gray calm down." Natasha said coming out.

"What are you doing here?" he asked.

"There…there's something I need to tell you." She said.

"Can it wait I'm dealing with something right now." He said.

"Gray this is important." She said "Please."

"Can't be any stranger then what I'm dealing with now." He said "Fine what is it?"

"I…I'm…I'm not really Natasha…"

"Huh?"

"No that's not it." She said "I am but I'm not."

"You're not making any sense." Gray said.

"I'm…I'm Natsu alright!" she yelled.

Gray just laughed "Is that some lame joke? Yeah right."

"I am!" she yelled.

***POOF!***

She had changed back to Natsu "See!"

The look that crossed Gray's face made me laugh. He was pretty freaked out.

"My life…is a lie."

"I think we broke him." Ur said looking at the shaking Gray.

Gray was curled up in the corner scratching at the wall.

"I had sex….with Natsu."

"So you just wanted my body huh?!" Natsu, who had changed back into a girl to fit his outfit, yelled "I thought you liked me for me!"

"You still knew who I was!" Gray yelled "I guess I'm too attractive to resist."

"Don't flatter yourself." Natasha said "But you are attractive." She blushed.

"Nope can't do it!" Gray said "Can't unsee Natsu saying that!"

Natasha looked upset but then shocked us by pulling Gray into a deep kiss. At first he resisted but then he started kissing back.

"Sorry." Gray apologized when they separated.

"I want you to look past the other me." Natasha said "I love you Gray. I can be Natasha forever if you want me to. Don't deny how you feel about me."

"I feel like I've been pushed to the back burner." Ur commented.

"Yeah me to." I said getting a drink from the fridge "I not a fan of Gray stealing her from me."

I looked back and the two were gone.

"Where'd they go?" Ur asked.

"I have an idea. You stay here I'm going to deal with something."

I headed to one of the bedrooms and found the one I heard moans coming from. Sure enough when I opened the door I found the two naked and grinding against each other.

"Mmmmm Oh yeah Gray right there." Natasha was moaning as Gray was between her legs.

"I guess maybe we can make this work." He said.

"You two are so naughty." I giggled.

"Lucy!"

I took a seat on the bed and got undressed "Well then let's get to work. I have a brilliant plan."

"Yes Ma'am!" Natasha saluted "What's the plan?"

"What?" Gray said "Lucy you're a man?"

"Not entirely." I shrugged "I'm a little of column A and Column B"

I looked down and felt Natasha kissing my dick

"Gray." She whined "My pussy is so wet please make it feel good."

Gray got behind her and slowly slid into Natasha's pussy.

"I'll get my turn with that dick later." I said running my hand though Natasha's hair.

"So Lucy" ***Slurp*** "What's your plan?" Natasha asked.

"Gray." I said looking at him as I played with my breasts "If you really care about Natasha like you say you do you'll switch places with her."

"What." Gray asked as her thrusted into Natasha's warm snatch.

"You'll let me make you a girl and let Natsu have sex with you. You got her so it's only fair he get you."

"Try it Gray!" Natasha moaned as he fucked her "So big….I want to put my big cock in you!"

Gray grunted as he fucked Natasha "…fine….I'll try it."

I smirked "Good finish up because I'm almost ready. I'll have to get my cum on you."

Natasha wrapped her boobs around my cock "Oh Gray I'm so close. I'm gonna cum from your cock."

"You're incredible." Gray said "I'm gonna cum to."

"Same here." I warned "Your lips are so soft Natasha…I'm gonna."

"HAAA!" the three of us moaned at the same time.

Gray filled Natasha up with his semen and I angled myself to get some on Gray and still reward the pink haired girl. I looked up and saw that my cum had gotten on Gray's muscular chest.

Natasha and I held hands when we saw Gray start changing.

"Oh here it comes." We said like giddy schoolgirls.

Gray's hair got longer, about as long as Erza or Mira. He got a little shorter and his skin got softer. His hips became thin and his breasts started forming.

"Uhh." She moaned as her penis shriveled up and left a smooth vagina behind.

We looked down at the latest boy to become a girl.

"What are you gonna call her?" Natasha asked becoming Natsu.

"I think Gracie sounds good." I said.

Gracie was cute. About as tall as Natasha with black hair. Curvy figure, nice bubble butt and breasts about as big as Erza.

_Those look like E-cups if I had to guess._

"Ow my head." The new girl said looking at herself.

Natsu pulled the new girl on top of him "Hey sexy."

Gracie blushed "You're…You're not too bad yourself."

The two started kissing and Natsu was getting hard. I went down and started licking his cock and getting a good view of Gracie's pussy. It was already wet. I got Natsu's dick in position and pushed it towards the new girls welcoming hole.

"What is that?" she asked "Oh~"

Natsu had moved his hips and entered the girl.

"AHH!" she screamed as Natsu held her close and tore through her virginity.

I watched my two friends fuck for a few minutes. Gracie was moaning and looked to be enjoying her new position in the relationship while Natsu looked to be lovingly fucking his new girl's pussy.

I went behind Gracie and licked her asshole.

"Oh Lucy~" she moaned.

I got behind her and forced my dick into her butt.

"Haa~" she groaned "This is…wow! I see why you liked it Natsu."

"Gracie." Natsu said as he plowed her walls "I love you."

"I love you to." She moaned.

I grunted as I slammed into Gracie's ass "You're both so adorable. I love you two."

"Lucy~!" Gracie moaned "You're so big. Natsu to."

"You two are perfect for each other." I told them "Gray and Natasha…and Natsu and Gracie."

I grabbed Gracie's breasts as I fucked her and Natsu grabbed at me.

"I fell incredible!" Gracie moaned.

"I'm gonna cum." Natsu warned.

"I'm gonna fill your ass with cum." I added.

Natsu and I thrusted a few more times.

"NATSU!" Gracie moaned as she climaxed.

"GRACE!" Natsu added as he pulled out and came on me.

"FUCK!" I groaned as I filled Gracie's ass with cum.

The three of us laid there.

"Go back to Gray." I said "You two boys have to show me a good time."

Gray and Natsu each grabbed at my breasts and I kissed both. I let Gray do my pussy while Natsu entered my ass.

"So stuffed." I moaned at the girth of the two.

"Lucy." Gray hissed.

"As great as always." Natsu said kissing me.

I moaned as the two fucked me. Having both their cocks in me felt incredible.

"Harder! Fuck me boys!" I screamed.

I speed increased and so did my moans.

"Ha…ah…ho…so good." I groaned.

"Lucy I'm already close." Gray said.

"Cum in me Gray." I said "Natsu I want you to fill my ass."

"You got it Luce." He said.

I felt their balls slap into me and I hit the breaking point.

"HOOOOAAAHHH!" I moaned out as their cum rushed into my holes.

The three of us laid there.

"So." I asked breaking the silence "Who wants to be the girl now?"

"ME!" they both yelled.

I giggled.

_I don't see the appeal. I find sex as a man better. But if they want to be fucked like little bitches I won't complain._

_Now that the problem of Gray is solved…I need to find Ultear._

* * *

 

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- This "Ice Age" Mini-Arc comes to a close with a Mother-Daughter reunion.**

**Till Next Time!**

 


	53. Ice Age Part 3- Ur and Ultear

_Italics indicate thinking_

* * *

**Lucy's POV**

I was lying in bed reading. The cool breeze in the room tickled my bare skin. I had recently started sleeping naked more and more, since I was falling asleep that way almost every day after sex it just became habit.

"Lucy~" I heard a voice coo as the door opened.

I looked up and my jaw dropped. Cana was standing in the door way in in just a light pink silk nighty.

"I take that look to mean you like it?" Cana said twirling around and walking towards the bed all sexy like.

"You look…wow."

Cana got on the bed and kneeled over me. She took my book and put it on the nightstand.

"Why don't we have some fun?" she asked leaning in.

"Anything for you Love." I said.

Cana pulled me into a kiss. My tongue entered her mouth and probed her moist cavity. Cana slowly grabbed at my breasts as we kissed. Eventually we had to break for air.

"Lucy…" Cana whispered my name as she slipped off her thin piece of clothing "Make love to me."

I kissed Cana's neck "I love you Cana."

I held Cana close as we kissed, our breasts mashing together as my hard dick got close to her warmth. Cana reached back and inserted my shaft into her.

"Oh~ Lucy." Cana moaned in my ear.

Cana began to kiss me again and I slowly began to move my hips and thrust into Cana.

"Lucy it's so good." Cana hissed "Fuck me more."

"Kiss me Cana." I moaned.

I kept driving into the brown haired girl as she kissed my neck and sucked on my breasts.

"Cana I'm so close." I warned "I'm gonna cum soon."

"Fuck me more Lucy, I want to be filled with your cum." Cana requested.

I grabbed Cana's hips as I plowed into her pussy.

"Here it comes…CANA!" I moaned out her name as I filled Cana's tight walls with my cum.

"LUCY~!" Cana screamed out in pleasure as my fertile seed pumped into her.

Cana flopped down next to me, her breasts bouncing as she did it.

She kissed me "I love you Lucy."

"I love you to Cana." I said "I always will."

Cana and I had sex a few more times before snuggling up for bed.

"Goodnight Cana." I said kissing her one last time.

"Goodnight my sweet Lucy…Hmmm"

"What is it?" I asked.

"Nothing…just a tingle in my stomach…probably just butterflies cause I'm tired." Cana said going to sleep.

* * *

**A Few Days Later.**

It's been a week since Ur came back and still no sign of Ultear, I'm starting to work.

I was walking through town doing to grocery shopping…

"These apples look nice. Maybe I'll bake a pie." I mused to myself.

"You bake?" someone asked stepping up next to me.

I looked to my right and saw the woman who had been missing.

"Ultear." I mumbled.

"Hello Lucy."

I pulled the woman into an alley "Where have you been. Merry has been worried sick."

"I'm sorry." She said looking down "I…I had to do a little soul searching."

"Why? What was so important?" I asked worried Ultear seemed…sad or confused.

"Lucy I have something to tell you."

Ultear went on to describe the night the dragons came from the future. She claimed to have used a spell that reset time in exchange for her time.

"I thought I could send you all back….but I wasn't worth that much."

"How could you!" I yelled "How could you use such a dangerous spell!"

I pulled her into a hug "What would I have done if that spell killed you?"

"That's just it." Ultear said "That spell worked but I didn't lose time…why?"

"What do you mean?" I asked.

"I should be dead Lucy…but as you can see I'm right as rain."

I kissed her "That's all that matters…and besides it should be obvious why nothing happened. Maybe sex with me did affect you more then you thought."

"But even you shouldn't have been capable of counter magic like that."

"My sexual magic brought…"

"Brought what?" she asked.

"Come on!" I yelled pulling her down the street "There's something I have to show you."

* * *

**At Lucy's House.**

"Lucy slow down!" Ultear yelled as I pulled her up the walkway to the house "What's so important?"

I unlocked the door and threw the girl onto the couch.

"What you're about to see will bow your mind." I said running down the hallway.

I found Ur in the basement chatting with Merry and Juvia.

"You…here…now…" I panted trying to catch my breath.

I grabbed Ur and pulled her up the stairs.

"Hey I was talking!" Ur yelled.

"Shut up this is more important!"

I sprinted down the hall and pulled Ur into the living room.

"Tada!" I said placing the woman before her daughter.

Despite being out of breath I managed to spit out how I had revived the woman.

"Mother…."

"Ultear…."

After overcoming the brief shock the two embraced and hugged each other. To see the mother and daughter reunited brought a smile to my face and a tear to my eye.

The two Milkovich women were crying tears of happiness as they hugged. I got up and left the two of them to catching up.

"You really are amazing Lucy-Sama." Juvia said "You've bridged time and death to reunite those two."

I gave Juvia a smile "Don't compliment me so much my little pet."

* * *

**That Night.**

Once again I was in bed trying to finish reading my latest book.

"Don't worry Renee I'm sure François will come for you." I mumbled to myself as I turned the page.

I felt the room get colder and I saw a naked Ur come out of the shower.

"I forgot you were in there." I said to the woman.

Her ice leg clunked as she walked to the bed.

"Is that book that interesting?"

"Not as interesting as your naked body." I said squeezing her large breasts.

"I've only been back for the dead for a few weeks but you've been so…accommodating…ha~" she moaned as I flicked my tongue over her hard nipples.

"It's not my fault you're so sexy." I whispered as I slid a finger inside her.

"Oh~" Ur moaned as I rubbed her folds and clit.

I heard a slam behind us.

"Even my mother has fallen to your charms." Ultear said "I'm not surprised."

I felt Ultear's breasts press against my back as she kissed my neck.

"I never imagined my daughter would be enthralled with the same woman with me."

The two kissed at my neck while I fingered Ur. I heard her start moaning as her walls tightened. I pulled back and quickly inserted myself into the older woman's pussy.

"Oh Lucy!" she moaned as I drove into her.

Ultear went next to her mother and started sucking on her pink nipples.

"Oh Ultear~"

I pulled Ultear over as she sucked from her mother's large tits. I dug my head into her crotch and started licking at her dripping pussy.

"Mmmmm." She groaned.

I grunted as I plowed into Ultear more and more while aggressively eating out Ultear.

"Ah…ah…ah…Lucy I'm….I'M CUMMING~!" Ur moaned as her walls tightened.

"UR!" I yelled out as I filled her walls with my sticky cum.

Ultear let her mother's breast out of her mouth with a loud pop "My turn."

I pushed Ultear over and pushed her legs up by her head before shoving my dick into her.

"Oh fuck!" she screamed as I drove into her like an animal.

I shivered as I felt Ur take a long lick of my snatch.

"Fuck yes." I said batting my lip.

I kept slamming into Ultear while her mother ate me out. I never imagined I'd be having sex with a mother and a daughter at the same time. I mean Michelle calls me her Big Sister but that's different. I have sisters in Mira and Lisanna but never a mother Daughter combo.

"Here it comes Ultear!"

"HAAAA!" she moaned as she reached her climax.

I pulled out and covered Ultear's stomach in my warm semen.

"My little girl is so sexy." Ur said as she licked some of the come off Ultear's body.

Ultear kissed her mother and a trail of cum connected their lips as they pulled away.

"Care to share some more mothers?" Ultear asked.

"What do you have in mind?" the older woman asked.

The two pushed me down and wrapped their massive pillow like breasts around my hard rod.

"Oh yeah." I smirked "Those four big titties just for me."

The four large milky breasts mashed together as my thick cock was smushed beneath them.

"Oh boy." I said "It's already here! HHHAAAHHHH!

I blew a massive load that covered the two faces in cum. The family kissed the cum off each other before going back to me.

"We've got a long night ahead of us." Ultear whispered in my one ear.

"This will be the greatest thing you've ever experienced." Ur added

"Come here." I said "Let's make a generation sandwich."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time!**

**Next Chapter Hint- Lucy's family gets bigger.**

**Till Next Time!**

 


	54. Babies!

_Italics indicate thinking._

* * *

**Lucy's POV**

"I'm pregnant."

I let out a sigh and hugged Cana.

"You don't sound too thrilled." She said sounding down.

"Of course I'm happy." I said "Just unexpected is all."

_I've already got two on the way a third wasn't really planned._

"No more drinking understand." I said looking at her.

"I haven't had any in over a week now." She said.

"Is that how long you've known."

"Yeah…I was just nervous to tell you." Cana said.

I kissed Cana "You didn't need to be…I love you Cana."

"I love you to Lucy."

I smiled at Cana and told her I'd be here to take care of anything she needed.

_I wonder how I'm gonna explain this one…what will Gildarts say! I'm dead I'm a dead Lucy!_

"What's with that look on your face?" Aquarius asked sitting at the table.

"Huh? Oh it's nothing." I said getting a water bottle out of the fridge.

Aquarius was about six months pregnant now. She had swelled up like a balloon. Her chest was bigger and her stomach was round and full of baby. Her legs were thick to. All around, she had gained a decent amount of weight.

I thought about Flare. She was about five months in to her pregnancy. She was getting rounder but not too much. At least her breasts weren't getting any bigger.

I sat down and looked at the pregnant spirit.

"How are you feeling?" I asked.

"I feel bloated and my back hurts." She said "Why did you do this to me?"

"You won't be saying that when the baby comes." I smiled "Have you thought of any names?"

"No hadn't really be concerned with it." She said putting a hand on her swollen belly.

"Well I'm sure well think of something."

Aquarius creeped her hand over and I put mine on top of hers.

"I love you Aquarius." I smiled "I always will."

She blushed and looked away.

I squeezed her hand "Are you nervous?"

"Of course I am." She mumbled "I'm gonna be a mom…I'm not ready for that."

I kissed her cheek "You'll be great."

I felt Aquarius hand brush against my crotch.

"Hey girl." The spirit said "You wanna…?"

"No." I shook my head "You too far in for sex."

"Come on." She whined.

"No." I held strong.

"Well what about…"

Aquarius slid her hand down my shorts and grabbed my dick.

"Ha~" I gasped.

"A quick handy won't hurt."

I groaned and leaned back in the chair "I guess this is okay."

I leaned back and moaned slightly as Aquarius expertly moved her hand over my dick.

"Your rock hard brat." She mumbled "Do I turn you on like this. A big fat bloated pregnant woman?"

I watched her engorged breasts jiggle around as she jacked me off.

"Your…breasts…so sexy." I mumbled.

I threw my head back and relaxed as Aquarius went to town on my cock.

"These things are getting bigger." She said "I can feel the milk sloshing around inside. All that warm milk for our baby. Does that turn you on? Knowing my breasts are full of milk?"

I let out a hiss "Yeah…that's sexy."

Aquarius moved her hand faster. I realized we were in the kitchen and I hoped no one walked in and saw us like this.

"Aquarius I'm…I'm gonna."

"Cum all over my hand brat…destroy those panties."

"Hungggg!" I bit my lip and groaned as I started cumming.

I filled my shorts and panties with sticky cum. Aquarius pulled her hand out and it was covered in cum.

"Clean it." She commanded.

"Only cause your pregnant." I said licking one of her fingers.

I cleaned my cum off her hand and kissed her.

"Whelp…ugh my back" Aquarius said straining to get out of the chair "I'm going to take a nap."

Aquarius waddled off and I went to go change my pants

* * *

**Three Months Later.**

My life has been pretty calm these last few months. No new people to have sex with. Hisui and the knights still won't leave, same for Meredy and Ultear. Ur is adjusting well, she stays around the house a lot but sometimes you can find her around town or at the guild.

The girls are all good. Cana has started showing now that she's about three months in. Flare has a swollen belly and she's due in about three or four weeks, and Aquarius in due any day now. We're just waiting for her to pop that kid out.

I was just sitting around reading when I heard it.

"AHH!"

_Aquarius!_

I went into the kitchen and saw Aquarius gripping the counter.

"Grrrr….Fuck." she groaned.

"What's wrong." I asked.

"It's…it's time!" she gasped "It's coming!"

"Oh…oh God!" I said "What'd we do! What'd we do?!"

"Relax!" She yelled before groaning and hissing in pain "Just help me to the god damn infirmary at your guild."

"Infirmary right. Virgo!" I yelled out "Get down here!"

The maid came down the stairs "Yes Princess."

"Get her to the guild now." I said "I have to go get the old lady from the forest."

"Yes…come Aquarius."

The two spirits left and I grabbed the communication lacrima and started making calls.

"Erza get everyone to the guild now." I said "It's time."

"You mean…I'll be there soon."

"Have Wendy go get Porlyusica." I said.

"Right."

I hung up on Erza and started gathering things around the house.

"What's with you?" Ur asked.

"Aquarius! Baby!" I yelled out before running out the door.

Ur grabbed me "You need to calm down."

"How can I be calm that baby is coming."

"Lucy I had a baby." Ur said "Everything will be fine, but you need to take a breath."

I took a breath and shuddered "You right."

"Come on I'll walk with you." Ur said.

Ur held my hand as we walked to the guild. I made my way to the back ignoring the eyes of the people in the guild. I got to the infirmary and found that there were very few people inside. Wendy, Virgo, the old lady and Aquarius were the only ones inside.

"Everyone else is to stay outside." Porlyusica commanded.

Ur gave me a kiss "It's going to be fine."

"Yeah." I said putting on a proud face.

I took a seat next to the water spirit and smiled. I held her hand and let Wendy and the old lady get to work. What followed was a lot of screaming.

"My hand…my hand my hand!" I yelped as Aquarius squeezed down on it.

"AHHH! YOU BRAT WHY DID YOU DO THIS TO ME!"

"You're almost there." Wendy said "Just keep pushing."

Aquarius breathed and pushed again and soon enough I could hear the cries coming from between her legs.

Wendy and the old lady did a quick check and handed us the little bundle.

"Congratulations." Wendy smiled "It's a girl."

I looked down at the little baby and had to fight back tears. She looked more like Aquarius with her wispy blue hair but there was no getting passed those brown eyes she was sporting.

"What are we gonna call her?" I asked.

"Aqua." Aquarius said "Aqua Heartfilia."

"I like it." I said kissing her "Hi Aqua."

The others left and gave Aquarius and me some time with the baby. Aqua was adorable. She was part human and part spirit. She was a full female, not like me and Askua.

"Well do you want to let some others in?" I asked "We've had her all to ourselves for a few hours now."

"I guess." Aquarius said looking down at the baby.

There was a knock and Wendy came back in "Umm Lucy, I think you should come out here."

"What is it?" I asked standing up.

"Flare's water broke."

"Huh?" I said "I think I miss heard you. I thought you said Flare's water broke."

"Yeah that's what I said." Wendy repeated "We're bringing her in here now."

Sure enough the door opened and Ur and Erza were helping the red head into the infirmary.

"Two…in one day…" I gasped "My heart can't take it."

I flopped down in my chair and then I felt an arm on my shoulder.

"Go to her."

"Aquarius…"

"I've already brought our child here. She needs you now."

I smiled and gave her a kiss before going to Flare.

"You've grown up so much brat…"

I took a seat next to Flare and did just what I did with Aquarius; I held her hand and cheered words of encouragement.

_Flare's a month early…I hope everything is okay._

"RAHH!" Flare yelled as the baby started coming out.

"You're doing great." I said "Just a little more Flare."

"I'm sorry." Flare panted "It was rude of me to steal Aqua's day like this."

I kissed her "I'm sure she understands."

"AHHHHH!" Flare screamed as she had another contraction.

"Just a little more." Wendy said "Almost there."

Flare pushed again and I heard the cries. I knew that moment, the first cries of my children, were something I'd never forget.

"Everything looks to be fine." Porlyusica said "I guess he was just ready to come out."

"He?" I asked.

"A son."

I looked at the little boy. Like Aqua he had his mother's hair and my eyes.

"We never thought about names." I said.

"How about…Rex." Flare said.

"Rex?"

"It has a nice ring to it." She shrugged.

"No I like it." I smiled "Rex Heartfilia-Corona."

I looked at the two women and smiled. Flare and Aquarius had given birth on the same day, to my daughter Aqua and my son Rex.

I felt some tears run down my cheeks.

"Lucy what's wrong?" Flare asked.

"I'm just…so happy."

I picked up Rex and I held him. I did that for a few minutes before going to hold Aqua.

"One last thing." I said before putting the baby in her crib "I'll be right back."

I went out to the guild. It was late and most people had gone home or fallen asleep at their table. Even Bisca was asleep with Asuka in her lap.

"Sweetie." I said picking up the little girl "Mommy has something to show you."

"Mamma?" my little girl said through sleepy eyes.

"You gotta be quiet everyone's sleeping."

I picked Asuka up and carried her to the infirmary.

"Where are we going?" she asked.

"I have a surprise for you."

I opened the door. Flare and Aquarius had fallen asleep and Aqua and Rex were in little cribs nearby. I carried Asuka over to them.

"Asuka this is your brother and sister." I smiled.

"They're so tiny." Asuka said.

"Yeah they are." I said "This is Aqua and that's Rex."

Asuka looked at them and smiled "I'm Asuka."

"You're their big sister." I said "So you gotta look out for them."

"Sure." Asuka said.

I looked at the three kids. A green hair, a blue hair and a red hair.

_What's it take to get a kid with my blonde locks? Asuka has blonde tips but i want a kid with a full head of golden hair..._

I took a seat on the one empty bed. I had a long day; it didn't take long for me to fall asleep. I held Asuka as I drifted off.

_My family…I love you guys so much. Asuka, Aqua and Rex…Mommy loves you._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- Two part Side Story.**

**Part 1- Two Sky Mages have a night on the town.**

**Part 2- Punishment time for the Iron Maiden.**

**Till Next Time!**

 


	55. Side Stories 10 & 11

_Italics indicate thinking._

_**This Chapter contains TWO Side Stories.** _

* * *

**Side Story Number 10- Wendy and Chelia's Night on the Town.**

**Takes place during Lucy's trip to Mermaid Heel.**

**Wendy's POV**

Lucy had just left with Erza, Juvia and Millianna. I was left in her house with Carla and the others who lived there.

"What was that about?" I asked "It's not like you to get so upset."

Carla growled "That brown haired harlot…makes my blood boil."

"I'm going to take a bath." I told her "Chelia and I are going out tonight."

"You are?" she asked "How come you didn't invite me?"

"It's a girls night." I told her.

"I'm a girl." Carla countered.

"You have to stay here and hold down the fort." I told her "Besides you wouldn't like where we're going." I said heading into Lucy's master bathroom.

"And where is that?" Carla called out.

"We're going to a club." I told her "Natasha told me about it."

"Isn't that place for adult?" she countered "You two aren't old enough."

"Carla, Carla, Carla." I said taking my clothes off as the bath filled "Don't you know I have my ways."

"Meow." Carla said "Well just be careful. I'll be around the house if you need me."

I slowly stepped into the water and lied down in the tub.

"Oh yeah." I sigh as the aches left my body "Lucy has such a nice bathtub."

I relaxed in the hot water for a while. I washed my hair and cleaned my mature body. Eventually though I had to get out before I shriveled up like a raisin.

I passed the mirror and smiled at the reflection "Well hello sexy."

I struck a pose and went to get changed.

I was digging through Lucy's closet looking for something to wear.

_Being the same size is great; I can just borrow clothes from Lucy. I hope she has a dress that looks good._

I was perusing her clothes when the doorbell rang.

"Must be Chelia." I said.

Still clad in my towel I went to get the door.

"Hello!" she cheered as I opened the door.

"What is that?" I asked looking at the short girl.

"What do you mean?" she asked.

"Why are you young? We're going out tonight you need to grow up." I said walking back to Lucy's room.

"I just didn't feel like walking here with my boobs bouncing around, my clothes are in my bag." She informed.

"Well get changed." I told her dropping my towel and putting on a strapless bra "I wanna get going as soon as possible."

Chelia stripped down and closed her eyes. She groaned as she grew larger and her adult body formed.

"You're loud during your change." I said curling my hair.

"Sorry." She said "Having your nipples invert every time is a little bothersome."

I looked at her large nipples. Her areolas had puffed up and sucked in her nipples.

"Yeah I guess…is it really that painful?" I asked.

"It's not painful so to speak." Chelia shrugged "It feels like someone puts a vacuum on the inside. They just get sucked in."

"Well help me tie this dress." I said "Nice and tight I want my tits practically popping out of this thing."

Chelia finished clasping her bra before coming over to tie my dress for me. I had picked out a strapless purple number.

"You're dressed awfully…provocative." She said.

"Well I plan on getting fucked tonight." I told her.

"What?"

"I'm gonna get a guy to plow me."

"But what about Lucy." Chelia said twiddling her thumbs.

"What about her?" I laughed.

"Aren't you committed to her?" Chelia asked perplexed.

"Look I love Lucy." I said "But she's not here right now and I want sex."

Chelia had a look on her face.

"What's the matter?" I asked tying her white sequined dress.

"It's just…"

Just what?" I said taking out some make up.

"Sherry said you used to be shy…I got that impression to when we first met…but when you're in that body…your so…You act like a deviant."

"That shy girl." I said putting my hands on my hips and twirled around "Is long gone!"

I flicked my hips side to side.

"Since that night with Lucy I became a woman! I bombshell, a knock out, a GODDESS!" I yelled out "I used to be a shy little baby but Lucy, she awakened something inside me. She showed me sex and awakened my inner desire!"

Chelia looked at me "…Sure."

"Put some lipstick on and lets go." I said "I wanna scope out the hunks."

* * *

**Chelia's POV**

We had been at this club for a few hours. Wendy had made up some fake I.D's to get us in. I was just sitting at the bar stirring my drink. Wendy was out on the dance floor grinding on some guy. She had her drink in one hand and the other was running over some stranger's leg.

_Wendy…_

It's strange, when Wendy gained her adult form she became more outgoing…I just became shyer.

I looked at my body.

_I've changed so much…this body…is so strange…I feel so right in it…but still so wrong…_

I looked back to the dance floor but I didn't see Wendy.

"Wendy?" I wondered.

_Where did she go…she didn't leave me here did she?_

Two men walked passed in a hurry.

"Dude there's some chick giving head out in the alley."

"It can't be…" I mumbled.

I paid for my drink and headed out to the back. I opened the door into the back alley and I could hear moans.

"Oh wow…you're incredible."

Someone responded with a slurping noise.

"Ugh!" the man groaned and shot his spunk all over this woman.

"Alright." A familiar voice said "Who's next?"

_Wendy! What are you doing? Selling yourself in an alley._

"Hey hot stuff what'll it be?" She said to the next man "50 for a BJ, 100 for a quick fuck and 250 for the ass."

He handed her a fistful of bills and Wendy dropped it into a jar. She turned around and flipped the skirt of her dress up.

"Ass it is." Wendy caught my eye "Chelia."

I was furious. My best friend was in an alley fucking strangers!

"Wendy." I growled.

Wendy walked up and grabbed my shoulders "Why don't you give me a hand."

"No!" I slapped her hand "What is wrong with you!"

Wendy didn't look happy "I'm just making some cash."

"Selling your body!" I yelled "If Lucy knew…"

"Lucy doesn't have to know." Wendy said holding me.

"We're going home." I said shaking her off "And I'm calling Lucy."

"Chelia you can't!" she yelled.

I grabbed the jar of money and gave the last man his money back "Beat it creep."

"Chelia!" Wendy yelled as I pulled her down the street "Let me go! Did you see the size of that dick?!"

I didn't answer. I went back to Lucy's house and locked the door.

"I can't believe you!" she yelled "I thought you were my friend!"

"I am!" I yelled back "That's why I got you out of there. Look at yourself Wendy!"

I placed her in front of the mirror.

"Your hair's a mess, your make up is running and you reek of semen!"

Wendy didn't respond, she only looked away from the mirror.

"Wendy I'm worried about you." I said hugging her "What if one of those men wanted more, or you got pregnant, or god forbid he had a STD. Did you think about that?"

Wendy just clicked her tongue "Tsk!"

"Wendy…this isn't you." I said "You need…help."

"I'm fine." She said flipping her hair into my face.

"Please Wendy…I'm worried."

"I'm…I'm fine."

"Are you really?" I asked "Wendy…It's okay"

I hugged her. I felt her trembling.

"I…I'm so ashamed!" she cried.

"Let it out." I said rubbing her back.

Wendy cried. She cried about how she had changed, she cried about what she had done that night, and she cried about how she had acted.

"This body." She said "It's nothing but a curse. Maybe my life didn't change for the better. I'm just a slut."

"No you're not." I said fixing her hair "You're a beautiful woman…a goddess, my goddess."

"Don't say things like that." Wendy blushed.

"No it's true." I said "That was what I liked about you personality change. You're so outgoing, maybe too much."

We both giggled.

"I'm sorry Chelia…I acted like a jerk tonight."

"I'm sorry to." I hugged her back "Maybe I over reacted."

Wendy raised an eyebrow "Huh?"

"Well you were right, that was a big dick."

"You little bitch!" Wendy slapped my shoulder "Maybe there is a little skank under there."

I licked my lips "Maybe~ she might just need a wakeup call."

Wendy licked her lips to "I think maybe we both could use a wakeup call. How about I agree to rein it in a little if you agree to come out of that shell?"

I pulled the strings on her dress "That sounds like a plan."

Wendy leaned in and kissed me, and I kissed back. She reached up and started to take my dress off while I did the same to her. Soon the two of us were naked and rubbing up against each other.

"Oh Wendy." I mumbled as she kissed my neck.

"You're so adorable Chelia." She said squeezing my breasts, I gasped as she pushed a finger into my nipple.

Wendy played with my nipples for a while; I knew what she was trying to do.

"Why won't they come out." She whined.

"They're shy." I giggled lifting my heavy breasts up.

Wendy leaned in and started sucking on them. I felt her tongue slid in and start probing around inside my nipple.

"Oh Wendy! It's inside!" I gasped.

Wendy didn't say anything as she swirled her tongue around inside my nipple.

I felt a twitching and saw that the left one was starting to come out and get erect. I could feel the right one doing the same. Wendy kept sucking and nibbling at my nipples as soon I felt a familiar tingle.

"AHHHH!" I screamed as my body shook with an orgasm.

I laid on the bed panting trying to catch my breath.

"Cumming just from having your nipples played with. You little whore." Wendy said rubbing my legs.

"They're sensitive." I pouted.

Wendy climbed over me and put her crotch in my face. I leaned up and gave her folds a nice lick. Wendy let out a moan before doing the same to me. The two of us laid there eating each other out. I could feel Wendy's breasts pressed against my waist and her waist against my breasts. Wendy and I are about the same size in adult for so we fit together well.

I could feel Wendy's tongue rolling over my warmth. She was incredible; I don't know how she was so experienced. I kept probing my tongue into Wendy's vagina. She tasted sweet.

"Ha…Ha…Chelia your tongue is incredible." Wendy panted.

"Yours to." I said squirming "How are you so good."

"Cana is a great teacher." Wendy said "AH! I'm gonna…"

"Me to. Cum with me Wendy."

We aggressively licked at each other before we both shivered.

"WENDY!"

"CHELIA!"

Juices poured out of me. Wendy's pussy covered my face in her juices as well. The two of us laid back and caught our breath.

"That was…amazing." Wendy said.

"It was." I panted "But…something was missing."

Wendy looked at me perplexed before smirking.

"We really could have used a dick." I giggled.

Wendy rolled around, giggling and kissing me.

"Let's go out clubbing again tomorrow." She said.

"Sounds like a blast." I smiled.

* * *

**Side Story Number 11- Gabby's Crumbling Resolve.**

**Takes Place during the days following Ur's Revival.**

**Gabby's POV**

_Ugh my head._

I was lying in bed. Something felt heavy on my chest. I opened my eyes and groaned.

"Son of a bitch."

I had changed into a chick again in my sleep.

I strained to try and change back but it wasn't working. After a few minutes I managed to turn back into a man.

"Why can Salamander change with no problem but I always have trouble?" I grumbled.

I threw some clothes on and went downstairs. I had barely ate breakfast when there was a knock.

"Good Morning Gajeel-Kun!" Juvia cheered.

I slammed the door in her face. I didn't deter her; she just changed into water and slid under the door.

"How rude!" she yelled.

"What do you want?" I growled.

"Here!" she handed me a letter.

"What?"

I ripped it open.

* * *

_Dear Gajeel/Gabby_

_You're a naughty girl. How dare you cum so quickly._

_Well you'll need to be punished._

_You need girl clothes anyway. Juvia is going to take you out shopping today. She might do some other things after. Don't be mean and follow the rules my Iron Maiden._

_Love_

_Your Mistress, Lucy._

* * *

"No." I said throwing the letter back at the rain woman.

Juvia walked back up to me "You don't have an option."

"Huh?"

Her hair flared up and water revolved around her "Are you disobeying Lucy-Sama?!"

"She not my boss!" I snapped back.

I got blow back by a torrent of water "I guess I will had to force you."

Juvia pulled out a photo of me, as a girl, in bed with Lucy, Salamander, and the Princess.

"Where did you get that?" I asked.

"If you do not come Juvia will not only give the picture out all of Lucy's girls, she will also make you put on this ring." She fiddled with the jewelry.

"What can that do?"

Juvia grabbed my finger and forced the ring on it. When I went to pull it off it was stuck. I felt it let out a pulse. My body changed and I fell forward from the weight on my chest.

"Lucy had the princess make that. It can force you into you're female form, Gabby-Chan. I know the spell to get it off but I will only tell you if you follow the rules today."

"Fine." I said standing up.

There was a huge tear in the front of my shirt; my huge tits were almost spilling out.

"Juvia thinks we should go bra shopping first." She said "You are quite well endowed."

I just grumbled "Let's just go."

* * *

"Squeeze!" Juvia yelled from behind me.

"I'm trying!" I snapped.

We were attempting to try and get my massive chest into a bra. We figured out I was an H-cup but even with the proper size it was really hard to get it to clamp.

"Suck it in!" Juvia yelled.

"I am!" I yelled back "They're just too fricken big!"

Juvia struggled and pulled at the band "I…I…got it!" she yelled.

"Ha!" I sighed letting a breath out.

The bra was just a simple black thing. It fit but it had been a struggle to get on.

"It seems to fit." Juvia said "How does it feel?"

"Well I don't feel like I'm gonna fall forward just from taking a step." I said.

"Here." Juvia said.

She put her hand down into the cups and adjusted my breasts "Now they look nice and plump. Although in the future I have no idea how you'll put a bra on yourself…"

"I won't need to in the future." I grumbled "I have no intention of being a short chick. I'm a man you hear me!"

Juvia was squirming, and acting odd.

"Let's just go." I said "You had other stores you wanted to go to. I wanna get this over with."

"Oh yes." She said "Lucy-Sama has a big day planned for you."

"Why are you calling her Lucy-Sama?" I asked.

"Cause Lucy-Sama is Lucy-Sama." She responded like it was nothing.

"Wow great answer." I mumbled.

Juvia pulled me into various stores. She made me buy all kinds of girly clothes. A skirt reveling shirts and…ugh a dress.

"It is most difficult to find clothes to fit you Gabby-Chan." Juvia said "Your chest is so large."

"Yeah it's fucking fantastic." I mumbled.

"Do you…enjoy your body?" Juvia asked as I tried on some shorts.

"Huh?"

"Does Gabby-Chan like being a girl?"

"No." I quickly spat out.

As soon as I said that something inside me felt off. My head was saying I hated this. I looked in the mirror to check out the shorts.

_I don't look half bad…my head says no…but my heart is saying yes._

"It's okay if you like it." Juvia smiled "Juvia won't judge."

"Let's go." I grumbled.

_What the hell's wrong with me…I'm liking this….No it must be this damn ring…_

"We have one last store to visit." Juvia said as I followed her to the next shop "The costume store!"

"Aw hell no!" I yelled.

"It is Lucy-Sama's command." She said looking like a demon "Do you wish to disobey her?!"

_Juvia's scary!_

"N…no ma'am."

"Very good." She patted me on the head.

Juvia pulled me in there and made me try on a ton of costumes, half of which couldn't even contain my breasts.

"You have the largest breast Juvia has ever seen." She said poking them.

We were in the dressing room and I was attempting to take off some kind of sexy cop outfit.

"Thanks I guess." I mumbled.

"Gabby-Chan~" Juvia cooed.

"What?" I asked turning around "WHA!"

When I had turned around Juvia had grabbed my bare chest and pinched my pierced nipples.

"WH…what are you doing?" I panted.

"Lucy-Sama's final task…she would like the two of us to…bond in this room."

Juvia shoved a hand down my panties and rubbed it over the piecing in my clitoris.

"HA!" I squirmed around.

"You're so sexy Gabby-Chan." Juvia whispered as she licked my neck.

"J…Juvia stop." I panted as she stuck a finger inside me.

Juvia had me pressed against the wall. I was so short to properly fight back, and it didn't help magic is difficult to use in this body.

Juvia had a few fingers up my hole and was trying to kiss me.

"Don't fight." Juvia said "Just enjoy it."

Juvia grabbed my lips and forced her tongue into my mouth. She made a point to suck on my tongue piercing. She still hadn't moved her fingers from between my legs and I felt like I was gonna melt.

"OHH~"I groaned as a climax rocked my body.

Juvia brought her fingers up to my face "Taste your own juice."

She pushed her fingers against my lips.

_It smells…good._

I opened my mouth and took a finger inside. I tasted pretty good. I licked Juvia's hand clean.

"Maybe…maybe this ain't so bad." I mumbled.

Juvia got on all fours and told me to eat her out.

I put my head between her cheeks and got to work. She was really wet. Juvia tasted a lot like sugar water. I licked up and down her pussy with my studded tongue making her shiver.

"Ga…Gabby-Chan~" Juvia moaned "Your tongue is incredible."

Juvia was rocking her body back and forth as I had my head between her ass cheeks. I had never realized Juvia was so soft below her waist. I felt like her ass was gonna swallow me up. I flicked my tongue over her butthole a few times and Juvia started moaning more.

"Juvia…Juvia is going to…HAA!" she gasped as her pussy exploded in a flood of juices.

Juvia pulled herself off the floor and went over to her bag. When her hands came out she was holding one of those two sided dildos.

"Wait." I begged "I don't know about that."

"Angel lent this to me." Juvia said caressing it "Let us bond."

"Ju…Juvia slow down." I said flailing my hands around and making my boobs jiggle.

Juvia pushed me to the floor and slid the rubber rod inside me.

"OHHH~" I moaned.

Juvia pushed the other end inside her and started rocking us back and forth. This rubber thing was sliding in and out of me, and it felt so good.

_Sex as a woman…is so good._

I started moving my hips to meet Juvia's. We were bucking up against each other, trying to keep our moans down to avoid alerting people outside the dressing room.

"Gabby-Chan." Juvia moaned "You make Juvia feel so good."

"Fuck." I bit my lip "This is incredible."

We rocked into each other a few more times. This dildo was stimulating me so much I felt like I was gonna pop.

"Juvia…I'm gonna."

"Juvia is to…Cum with Juvia."

We both moved a few more times before letting out loud moans.

"OHH JUVIA!" I screamed.

"GABBY!" she added as her juices sprayed everywhere.

The two of us got all cleaned up and went back home.

"You can take off that ring now if you'd like." Juvia said "Your day is done."

I was gonna pull it off and go change back, but the feeling of my hips swaying and my breasts bouncing as I walked…

"I think…I'll stay like this a little longer." I smiled up at her.

Juvia smiled at me.

"Juvia is going to Lucy-Sama's house…Lucy-Sama has many commands to give Juvia…Juvia is her pet."

_Pet…just thinking about it makes me all tingly._

I tapped Juvia's shoulder and looked down at the dirt "You think Lucy be interested in two pets?"

Juvia just smirked "I believe you mean Lucy-Sama."

_Lucy…Sama…_

I ran my studded tongue over my lips "Yeah…"

_Maybe this ain't so bad…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**I decided to have Juvia refer to Gabby with Honorifics. I try not to make a habit of using them as this is a story written in English but I felt like that worked here.**

**Suggest who you want to see in the future. Also since in the last chapter we found out Cana was pregnant suggest a name for her child. Right now I'm thinking about naming it after Cana's mom but I'll take suggestions.**

**Next Chapter Hint- Part Two of Kagura's AU side story.**

**Till Next Time!**

 


	56. Knight Kagura Part 2

_Italics indicate thinking_

**This is Part 2 of the Medieval AU Side Story**

* * *

**Kagura's POV**

I've been a knight for a few months now. I've spent most of the time out of town on quests. Right now I was in town visiting my mother telling her tales of my recent work.

"So." Mother said sitting down and handing me a drink "How have you been."

"Good." I smiled "It took me a little while to get used to this body."

"Yes." Mother said "You look much…more important."

I brushed a hand over my breasts. It had taken me a while to get used to the…bounciness of my knight body. It also took me some time to get used to how to fit my now larger penis and balls in my armor.

"So." Mother asked "Why don't you tell me about some of your jobs."

I blushed "Well my recent work has been a little…private."

Mother giggled "You don't have to tell me if that makes you uncomfortable."

I nodded and kept quiet. I sipped on my tea and drifted off into the last three quests that had kept me out of town for the last six months.

* * *

**Six months ago.**

I've been a knight for a few weeks and Queen Hisui gave me three quests to complete at once.

1-Kill the witch of Black forest.

2-Eliminate the demon terrorizing Hargeon

3-Find the cause of the fires in the East forest.

"I have to do all this alone." I mumbled "I don't have a squire to help me."

After getting my affairs in order I said my goodbyes and left on my jobs. I tried to find Cana to say goodbye before I left but I couldn't find her.

My first job was to kill the witch of the forest. She had been kidnapping people and farm animals for a few months. I got to work scouting the area looking for her. It took me many days but I managed to spot her.

She was an average looking woman, brown hair and glasses. I don't know if it was black magic or what but she had the body of a high class lady. I thought she was human until I saw the pointy ears.

"The request didn't say she was an elf."

Elves are a rare race. Few even exist anymore. They have natural magic powers. Just like humans they evolved to be futanari.

I watched this woman pick some flowers before heading back to her shack.

_It is a great offense to kill an elf…What do I do?_

I followed her to her shack. I watched her go inside and stir something in a pot before throwing something into the pot.

_I have to confront her._

I went to the front and kicked the door in.

"How rude." The elf snapped "Do you humans make a habit or breaking into homes?"

"I am Kagura, a knight in the service of Queen Hisui. I have been sent here to stop you from kidnapping the people of town, where are they?"

She looked down "They died…in my experiment."

"Fiend!" I swung at her.

"You dare raise your hand to an elf?!" she yelled before grabbing her breasts "And one of my esteem."

She flicked her wrist and a light formed around me. I was suddenly blown across the room.

"I was trying to revive my race. To my knowledge I'm the only elf left…My experiment was to turn humans into elves…but it failed."

I tried to swing at her with my sword but I stopped short when I saw her eyes.

"Enough girl." She said "Just kill me."

"Huh?"

"My race is dead. I have no desire to live alone anymore."

My hand faltered and I sheathed my sword "What is your name?"

She looked up at me "Evergreen."

I hugged the woman "Your race…please do not give up…"

I heard her tears hit my armor.

"I will bring you back to our kingdom." I said "Perhaps Queen Hisui will allow you to conduct your experiments under supervision."

"I have no desire to live under humans." She said.

I brushed her hair aside "Didn't you say you didn't want to be alone."

She looked at me "…okay…"

It was dark "I have many other works to do. You will have to accompany me for some time…is that okay."

"Very well." Evergreen said "It is late why you don't stay here for the night…"

"Thank you for your kindness." I smiled.

* * *

**That night.**

I was stirred awake by a tingling sensation. I could hear strange noise coming from the foot of the cot I was sleeping on. I was only wearing my underwear. The Queen had these things called bras made for those in the kingdom that were of a high class and required chest support. Mine was classified as E.

I threw back the sheets and was stunned. Evergreen, wearing only a robe, had her head between my legs and was sucking on my erect penis.

"What are you doing?!" I gasped before hissing as she ran her tongue over my rod.

"I had heard knights of the Futanari kingdom were big but not like this." Ever said "You know we elves are sexual beings."

I licked my lips "Well I have been alone for a few days, my hand can't please me much more."

Ever smirked before going back to downing my penis. I laid back and groaned as Ever bobbed her head up and down. She ran her tongue all over and made me shiver.

"Ohh yeah." I moaned loudly.

***Slurp*** "So….thick…."

Evergreen rolled my hefty balls around in her mouth before deepthrouting my cock again.

"Haaaaa." I groaned "I feel like I'm gonna explode."

"Do it." Ever said "Blow your cum all over me."

Ever bobbed her head a few more times and I let out a throaty groan.

"FUCK!" I screamed as semen started spewing out into the busty elves mouth.

Ever gagged on my spunk. She opened her mouth and cum dribbled out.

"Incredible." Ever said "There was so much."

Ever crawled up and kissed me. I pulled the sheets up over us and we fucked all night long.

* * *

**Back in the Present**

"So after that Ever helped me remove the Demon, a succubus named Mirajane and the Flame Sprite named Flare. We go back to the Kingdom and the Queen agreed to let her conduct experiments under supervision." I explained.

"So it all worked out." Mom smiled.

"Yeah." I said finishing my tea "I have to go mother. Due to my recent success they're letting me pick out a squire."

"Lucky you." She said "Be safe and visit more."

"I'll try mother." I said giving her a kiss.

I closed the door behind me and headed towards the castle.

"Oh so your still alive." Someone said from behind me.

When I turned around I saw Cana standing there, but she didn't look happy.

"Cana." I smiled "It's good to see you."

"Don't give me that crap." She snapped "You didn't even say goodbye."

"I tried." I explained "but I couldn't find you."

Cana turned away from me "Just admit it. Being a knight made you forget about the little people. I thought you were my friend. Don't follow me."

Cana walked away and left me standing in the street dumbfounded.

* * *

**Later at the Castle.**

I looked at the crowd of flat chested girls before me.

"Pick one that suits you." General Levy explained.

There were a lot of girls but one caught my eye. She had short white hair and a cute face. Something about her made me think she had a lot of potential.

"You." I said pointing at her "What is your name."

"Y…Yukino…"

"How'd you like to be my squire?" I asked her.

She nodded furiously "Yes…gladly."

"Alright the knight has chosen." Levy yelled out "The rest of you back to training!"

The crowd dispersed leaving Yukino there with Levy. If I haven't mentioned this before there are two knight generals, Levy and Erza. The only person in the army above them is High Commander Minerva…oh and the Queen. The Generals are considered to be of a higher class then a regular knight like me…as such they are well-endowed to represent their position. Same goes for Commander Minerva; the only person more attractive than her is Queen Hisui herself.

"Here." General Levy handed me a letter "The queen would like you to investigate this."

"Yes Ma'am."

"Have fun with your new squire." Levy said walking away.

I opened the envelope and read the letter. The queen feared that some highly influential individuals in a nearby town were planning on usurping her throne and wanted me to investigate.

"I have packed your bags Milady." Yukino said "We can head out at first light."

"Very good." I said "I'm quite exhausted how about you?"

"I suppose I am." Yukino said.

"Let's go take a bath." I said "It will help us relax."

* * *

**In the bathhouse.**

I was relaxing in the water with Yukino. She was staring at me. Yukino, due to being a squire, was flat. She reminded me of how I used to look.

"Yukino." I called "Come wash me."

"Yes Ma'am." She said.

Yukino took a cloth and scrubbed my body. It reminded me of my times with Erza. Yukino lifted my heavy breasts and washed under them. She also scrubbed away at my penis, making it get stiff.

"Alright that is enough." I said.

"Yes." Yukino nodded.

She started cleaning up the bath supplies when I grabbed her from behind.

"Lady Kagura!" she gasped when she felt my dick between her legs.

Yukino's tiny little nub of a penis was twitching as I played with the nipples on her washboard chest. I kissed at her neck and Yukino moaned. I loved squires cause they were easy lays, but since they are considered a low class they have almost no sex appeal…unless you like flat girls. I prefer busty, big dicked futanari myself.

"Oh! Miss Kagura!" Yuki moaned as I held her against my body.

"I knew from the second I saw you that you'd be good for me." I whispered "Up against the wall."

Yukino went up and put her hands against the wall and stuck her butt out. I went up and teased her entrance.

"Here is where we will begin a glorious partnership." I said as I pushed my penis into her.

"AH!" she groaned at my girth "So good!"

I slowly started thrusting and Yukino let out loud moans. She was tight but also very wet. My balls slapped into her as I plowed her from behind. It felt so good to take Yukino like this. It was only my first day with Yukino and I was already loving her.

"Oh...oh…harder." Yukino moaned as I grabbed her hips and fucked her.

Every time her butt collided with my waist my whole body shook. My breasts wobbled and my balls swung around.

"I'm…I'm cumming!" Yukino yelled.

Yukino's already tight hole became even tighter and I felt my orgasm coming.

"Yuki…no!" I grunted as my balls quivered and started filling Yukino with cum.

After pumping Yukino full of cum I pulled out. A few more ropes of semen shot out onto the floor with a splat.

Yukino slid down the wall and panted trying to catch her breath.

"Get yourself cleaned up." I commanded scratching at my junk "Then come back to my room."

"Yes Ma'am."

* * *

**Three Months Later.**

Yukino and I have been tracking the coup for months now. We haven't made much progress. It's great having Yukino around to spend my nights with. Part of me loves having Yukino around but I have to remember someday she will become a knight and leave my service.

"Miss Kagura." Yukino said running up to me at a café "We finally have the information we've been waiting for."

Yukino handed me a letter. It had the location of a meeting place for these supposed traitors. Yukino and I went to this barn house in the middle of nowhere. We hid up in the rafters. Many important individuals came in and started discussing plans to assassinate the Queen and install a new ruler.

The door opened "A few more threads need to be tied off and then the plan may commence."

_I know that voice._

High Commander Minerva walked in and started talking about how she was going to take over once the queen was dead.

_That Traitor!_

"It can't be." Yukino mumbled "How could she…"

"Quiet." I whispered "Just keep writing the names of the people you recognize."

When they're meeting adjourned I had Yukino go back to the inn and wait for me, I was going to confront Minerva.

I found her at a smaller inn in town. That damn traitor. Her majesty will be so upset to find out that someone so high up was plotting to have her killed. I kicked the door on Minerva's room in and dashed inside.

"What are you doing?!" she snapped.

"High Commander Minerva Orlando." I said "You are under arrest for treason."

Minerva clicked her tongue "You had so much potential to."

Minerva flicked her wrist and blew me across the room.

_Magic?!_

"You know." She said waltzing forward "My mother was part elf."

Minerva took out a sword and thrusted down at me. I blocked it with my own blade and slashed at her. The two of us traded blows in the small room. A commotion was forming. I had to settle this quickly before people started to panic. Minerva started throwing around fire spells and the inn was now burning.

"Why are you doing this?!" I asked over the roaring fire.

Minerva swung at me "Because I want to be the most beautiful person there is…And for that I need to be Queen."

"All this!" I said slashing "For beauty?!"

"You don't understand girl!" she threw another fireball at me, it clipped my leg and I fell forward "The higher you position the more beautiful you are. Why should the queen hoard all that beauty for herself?"

My sword had fallen just out of reach and Minerva was drawing closer.

"Now that you know our plan I'll have to eliminate you. I'll just tell Queen Hisui you were the one out to kill her."

I stretched my arm and managed to grab my sword while Minerva was talking.

"RRRAAAHHH!" I slashed forward and my blade cut into Minerva's side.

"AHHH!" she screamed out in pain.

Minerva slumped over. I checked, she wasn't dead just passed out from the rapid blood loss.

"I need to get back and report this immediately."

I picked Minerva up and dragged her out of the burning inn.

"Lady Kagura!" Yukino yelled running up to me "Are you alright."

"I'm fine." I said, noticing the sun was rising I told Yukino to ready the horses so we could return to the castle.

* * *

**Upon Returning home.**

"Is displeases me greatly to discover that the High Commander was so close to having me disposed of." Queen Hisui said.

Yukino and I had given out report and were in the Throne room being debriefed by her majesty and the two Knight Generals, Erza and Levy.

"This also leaves us with the problem of Minerva's now vacant position." Erza added.

"Until her execution Lady Orlando shall stay in the dungeon with her fellow conspirators." The Queen said "but Erza is correct a replacement will need to be found as quickly as possible."

Tradionally one of the generals is promoted to High Commander when the previous Commander resigns or retires and a knight will be promoted to general. I was curious to see if Levy or Erza would get the promotion.

"I nominate Kagura." Erza said standing up.

"HUH?!" I yelled out "ME?!"

"Kagura has been a worthwhile addition to the knights since her induction." Erza said.

"And she was able to best Minerva in combat." Levy said "Something even I cannot do."

"No it should be one of you." I said "I'm not even a General I can't skip a whole rank."

"Very Well." Queen Hisui said "If this is what the both of you recommend tomorrow we shall have a ceremony to induct Kagura as the new High Commander."

"Milady I can't." I said.

"Nonsense." The Queen said "This is my decision. You will do fine Kagura."

"Yes My Queen." I bowed "I am most grateful."

"Also Squire Yukino." Hisui called "You prepare as well you will be promoted to Knight."

A huge smile came across Yukino's face "Thank you Milady."

I smiled back at Yukino and we left.

"You're going to be High Commander." Yukino cheered "I'm so happy for you."

Yukino and I chatted for a little while.

"I'm going to get some sleep." I said.

"Would you like me to join you?" Yukino said.

"Tonight I wish to sleep alone." I told her "I'll see you tomorrow at the ceremony…wear loose clothing."

"What was that?" Yukino said.

I smirked "Nothing see you tomorrow."

* * *

**The Next Day- Promotion Ceremony.**

Yukino was kneeling before her Majesty.

"I dub thee, Lady Yukino, Knight First Class." The Queen tapped her ceremonial blade on Yukino.

It took a second and then my former squire gasped as the warmth overcame her body. Yukino's body started to develop to signify her knighthood. Large supple breasts formed under her shirt and her butt grew plump and firm. I could see the blush on her face as her penis grew inside her pants. Yukino was now a knight and her body signified it. She was ushered off to be measured for a dress and I was called up to be promoted.

"For bravery in the face of danger and protecting this kingdom and it's ruler I, Queen Hisui, promote the Knight Kagura to High Commander."

I felt the sword tap my head. The familiar warmth came over my body. This time I knew what was happening but that didn't make it feel any less pleasurable. I could feel the flesh building up in my breasts. My waist got smaller as my butt added a few pounds of jiggle. I heard a snapping noise as my old bra broke due to the size of my new breasts. My body was skipping the General class and going right to commander. I groaned as I felt the heat shift to my penis. It pressed up against my leg as it grew longer and thicker. I also felt my ball sack grow and my testicles get lager. my panties were all bunched up because of my new girth. I couldn't wait to get undressed and take a good look at my new, bigger, more sexual body.

_I'm now the second most attractive woman in the whole kingdom…_

I thanked the queen and was ushered off into the back room to be measured for a new dress as there was no way I'd fit into the old one. As we walked my massive chest bounced and my ass wobbled. I realized that I could no longer see my feet when I looked down. I was stripped and placed in front of a mirror while they took measurements. I saw that I had proportions very reminiscent of how Minerva had looked before she was stripped of her title.

"How big am I now?" I asked one of the attendants as she measured my huge tits.

"You're a G-cup Milady." The aide said.

The attendants finished their work and told me they'd drop the dress for the ball off later. I was walking down the hall. I hoped they'd hurry up on my new bra because I was bouncing all over the place. I passed Yukino's new room and I heard quiet moans coming from inside. I had no doubt she was masturbating with her new dick. I quietly opened the door and sure enough she was on the bed with her hand wrapped around her cock. It looked to be about as big as mine was when I was a knight; her breasts were slightly smaller than mine had been back then. Yukino let out a loud moan as she hit her climax and shot cum all over her stomach.

When Yukino came down off her high she noticed I was in the room.

"Lady Kagura!" she gasped covering herself "You look different."

I grabbed my breasts and jiggled them around "It's Commander Kagura now."

I stood in Yukino's doorway and let her marvel at my now expanded body.

"This is what a high commander looks like up close." She said "I finally have a body of a knight and I feel so inadequate compared to you."

"Did they measure you?' I asked.

"Yeah. They said they were going to make me something called a 'bra' to support my breasts."

"How big did they say?" I said looking at her ample chest.

"DD"

"Just smaller than I was." I said.

"How big are you now?" someone asked coming from behind me and fondling my breasts.

I turned around to see Erza squeezing my chest.

"G…G-cup." I panted.

"That's huge." She said "Levy and I are only F's"

I could feel Erza's large penis pressed against my large butt. I looked forward and saw Yukino was also hard.

"What's say you two help me break in this body?" I said licking my lips.

Erza closed and locked the door "I can't disobey my superior."

Yukino smiled "I would like to try my body out as well."

The three of us started kissing and before long we were naked in a pile on the bed. Erza was at the bottom shoving my massive cock into her mouth. I was big, I had a real trouser snake. Back when I was a squire I thought Erza was big but I was even bigger than that, probably a little over a foot long if I had to guess.

_If I'm this large just how big is Queen Hisui?_

Yukino was up by me and I was sucking on her new penis. Yukino was new to the whole sex thing. We had only been at it a few minutes and she had cum about three times. Not that I was doing much better. I was quite sensitive and had nearly made Erza gag once already.

Yukino was sitting on my chest while I sucked her off.

"This is incredible!" she would moan "Being a knight is a dream come true!"

Erza made slurping noises from the bottom of the bed "I think it's time to take this for a ride."

I felt Erza shift and push herself down on my long rod.

"OHHHH!" she moaned "It's huge! I don't think it'll fit all the way!"

I moved Yukino back and put her penis between my breasts. I smashed them together as she moved her dick between them. I could only see the tip when it came to the top of my cleavage. Erza kept bouncing up and down on my dick.

"Erza keep going!" I moaned as I licked at the tip of Yukino's dick.

"I used to fuck you all the time." Erza said through her moans "Now you're fucking me that's so hot!"

"Oh Kagura!" Yukino moaned "I'm…gonna…"

I licked her tip again

"OHHHH~!" Yukino groaned and blasted my face with her warm cum.

After that Yukino went down and licked Erza's cock while Erza bounced on my dick.

"Oh shit Kagura." Erza warned "Here it comes."

"Me to." I said "You're pussy is just so tight…I can't hold on."

"Fill me up!" Erza pleaded.

I let out a massive bellow as my balls tightened.

"HAAAAA!" Erza screamed as she came in Yukino's mouth.

"ERZA!" I moaned as my heavy balls started emptying their cum into Erza.

The three of us laid around on the bed. Erza and Yukino were using my large breasts like pillows. I rubbed their soft heads of hair.

_I've got a lot of work to do…Tomorrow I start my new job. Mom wasn't at the ceremony maybe I'll go visit her…maybe Cana will talk to me now._

* * *

**AN**

**Thank you for reading Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

* * *

**I know the body proportions are kind of dumb but this is an AU so I thought I'd experiment with it in a place where it wouldn't impact the main storyline.**

**Here's a brief chart of the average sizes of the different social classes.**

**Class/penis length (In inches)/ball size (descriptive size)/cup size**

**Squire/2/Tiny/Flat chested**

**Low class (Peasants i.e.-Cana)/4/Small/Flat**

**Mid Class (Merchants i.e.-Millianna)/5 or 6/Medium/C or D cup**

**Knights/9/Medium/DD or E cup**

**High Class Lords and Generals (i.e. Erza)/10/Large/F cup**

**High Commander (This is what Kagura is now)/14/Heavy/G cup**

**Queen/NA/NA/NA (You'll have to wait for part three. Just know she's even Bigger then Kagura)**

* * *

**This was Part 2 of 3 in the Knight Kagura Trilogy (Unless you want more)**

**Next Chapter Hint- Lucy has to adjust to family life. Flare has a special request of Lucy.**

**Till Next Time!**

 


	57. Family Time!

_Italics indicate thinking_

* * *

**Lucy's POV**

The babies have been home for a week now. So far so good. I don't really know what the other people in the guild think about it. No one's said anything yet but I'm pretty sure a good amount of them have caught on and are too nervous to ask anything. Anytime the subject of the babies father's comes up a glare from Erza silences the asker. Same goes for Cana. Bickslow was thrown through a wall by Mira for making insinuations about Cana's sex life. Eventually I'll have to tell the whole guild but the longer I can put it of the better.

It took us a few days to get them settled in but Aqua and Rex have been doing well. It's nice to have so many people around to help us out. We had discovered some interesting things about the kids, Aqua specifically. Turns out then she inherited more than just Aquarius hair.

"Brat get in here." Aquarius snapped.

I went to the bathroom and found the spirit washing our daughter in the sink.

"Yeah. What's up?"

"Look at this." She said holding the baby up.

Aqua looked fine…except that below the waist she had a fish tail.

"WHAT?!"

"She was fine till the water hit her." Aquarius said.

After a little experimenting we discovered that when Aqua gets wet her legs turn into a fish tail.

"Well we'll just have to be careful." I said kissing the little girl "Although this fells like a troupe for a teen comedy."

After putting Aqua down for a nap, one that took a long time for her to settle down for I was resting on the couch. The kids and their mothers were both napping now.

"How's is going?" Bisca asked.

"I don't know how you did it alone." I sighed.

Bisca laughed a womanly laugh and sat next to me "Neither do I."

"What time is it?"

"12:30." Bisca said.

"In the morning?!" I said surprised.

"No in the afternoon." Bisca corrected.

"Ugh!" I groaned "How is it still so early. I'm already exhausted."

"Well you know." Bisca said leaning close to me ear "The kids are asleep we could go recharge your batteries if you like."

The offer was tempting but…

"No." I responded.

Bisca looked at me and blinked "Huh? Lucy you never turn down sex."

"I'm tried." I said "I don't really feel like it right now."

Bisca put her hand on my forehead.

"What are you doing?" I asked.

"You don't have a fever…"

"I'm not sick just tired." I said.

I heard soft cries coming from down the hall.

"Duty calls." I said getting off the couch "Better take care of that before he or she wakes their mother."

I headed down the hall and into the babies room. Once I entered I discovered that Rex was the one making a fuss.

I picked him up and held him "What's wrong?"

I took him out of the room so he wouldn't wake his sister. I tried to lull him back to sleep but he was being very fussy. I checked and he didn't need to be changed.

"All right, All right." I cooed "You wanna come sit with Mommy on the couch?"

He seemed to quiet down when I said that. I went back out and sat on the couch. Rex stopped crying but he wouldn't go back to sleep.

He was staring at me with those big brown eyes.

"What?" I asked him "What's up?"

He just made gurgling sounds at me.

I tickled him a little and he giggled slightly. I lost track of time but eventually the baby boy fell back to sleep. I put him back in his crib. Aqua was fast asleep as well. I looked at the two and smiled.

_You two make me feel so…fuzzy…it's a happiness I can't even describe._

I headed back out to the living room. I passed by Kinana slithering around on her tail.

"Hello Lucy." She smiled.

"Hey." I said rubbing my eyes.

"You look tired." She said "Those two wearing you out already?"

"When you have two little terrors yourself you'll understand." I said trudging around.

"Well you know." The snake girl said leaning on the table and pushing her breasts up "If you really want we can go make one…I wonder if I'll lay eggs?"

I looked at her and blinked "Cana's already got one on the way. Don't even joke about stuff like that…I'm tired."

I got up and went to take a nap.

"Lucy?" Kinana said "Are you sick?"

"Why does everyone think I'm sick?!" I snapped.

"Cause you never refuse sex." She said running her hand up my leg.

I bopped her on the noggin "Beat it Scale-Tail."

Kinana pouted and slithered off. I went to the couch and grabbed a blanket.

"Taking a nap?" Carla asked entering the house.

"Yeah…" I mumbled "Will you listen for the babies?"

"Sure." She smiled "You get some rest."

Right as I closed my eyes my I saw Carla's nose twitch.

"It's the Catfish…"

As she said that the door opened and my three members from Mermaid Heel came in.

"Hello." Kagura and Risley waved.

***HISS!"**

It hadn't even been ten seconds and Millianna and Carla were already at each other's throats.

"What are you doing here Catfish?" Carla growled.

"I could ask you the same thing you Alley cat."

Then the claws came out and the two started clawing at each other.

"Ugh!" I groaned loudly "I'm trying to sleep!"

The fight stopped. The catgirls kept hissing but Kagura kept them separated. Finally thanks to her I was able to doze off.

* * *

**A Few Hours Later.**

It's amazing what a nap can do. I feel so revitalized. The rest of the day flew by and I was able to help Flare and Aquarius when they needed it. Those of us who eat solid food had a nice meal for dinner. The babies spent dinner with their heads up their mother's shirts.

Eventually it got late and I was heading to bed. Flare asked if she could spend the night with me. Now that I was revitalized from my nap I was raring to go. When I got into bed Flare was wearing a t-shirt and sweatpants. I sleep naked so I crawled into bed and pulled Flare close.

"Lucy…" Flare mumbled.

I started kissing her neck and I started to slide my hand up her shirt.

"Not tonight." Flare said pushing my hand away and moving her neck away from my kisses.

I was stunned. Flare was cock blocking me. The mother of my child was giving me blue balls.

"Baby." I said trying to kiss her again "Come on."

"No Lucy." Flare whined "I don't really feel like it tonight. I just wanna get some sleep."

_So this is what Bisca and Kinana felt like today._

"But…Baby…" I pleaded "Please."

"I'm tired Lucy." Flare said "Rex was fussy all day. I've only got a few hours of sleep these last few days, and my boobs are really sore…damn that kid and his appetite."

I had noticed that Flare's already large chest had ballooned even more due to breastfeeding.

"It can't be that bad." I said grabbing her right breast through her shirt.

Flare visibly winced when I touched her bosom.

"Ouch." She whined rubbing them.

Flare lifted her shirt and sure enough her nipples were swollen and engorged.

"Jeez." I said "Maybe you need to give him a bottle, we can buy a pump if you'd like."

"Can we just get some sleep?" Flare said pulling the comforter over her.

"Yeah alright." I said.

_No sex today Lucy…Darn kids…I love those two but they're really killing me here._

I had only been asleep for a few hours when I heard Rex's cries. Flare was woken up and started to get up to go tend to the little boy.

"Stay." I said "I'll get this one."

I threw some clothes on and went down the hall. I was surprised to see Asuka asleep on the floor by the babies' room.

"Sweetie why are you out of bed?" I asked.

Asuka looked up at me through tired eyes.

"Mamma…Rex was crying…I came to check on him…He's…my brother…I gotta look…look out for him…"

I smiled at my eldest child. I felt pride swell up within me.

"Oh honey." I said picking her up "You didn't have to do that."

"But you said so." She said nuzzling her head into my neck.

"I just…Never mind good job." I said putting her back in her room "I'll see you tomorrow."

"Goodnight Mamma." Asuka said when I closed the door "I love you."

"I love you to Asuka."

I went back to the babies' room and picked up Rex.

"What's wrong?"

I tried rocking the boy back to sleep but he just kept crying. He kept reaching for my shirt.

"Oh no you don't." I said moving him away "You've gotten plenty. Besides I'm not even the one making the stuff for you. And your mother is the one with the bigger Milk bags."

"Is that so?" Flare said alerting me to her presence "I have bigger what?"

Flare's hair crawled over and pulled Rex to her. He likes it when Flare holds him in her hair.

"Mommy does not have Milk Bags Rexy."

"Rexy?" I said "He's a boy I don't think he'd like being called Rexy."

"He won't care what his Mommy calls him will he." Flare said talking baby to the little boy.

Rex just giggled and made his baby sounds. I don't know how Flare did it but she was able to get our son back to sleep. I checked on Aqua and somehow she was still asleep.

"You got ears of steel kiddo." I commented.

Flare and I went back to bed. I was starting to drift off when Flare moved around in my arms.

"Lucy are you still awake?"

"Yeah what's up?"

I...Ummm…have a question." She said.

"Shoot." I said.

"I want to take Rex to my village." She requested "I want him to see where I come from…and there's something I need to do there as well."

"He's only a week old." I said "I don't know if he's really ready to travel or if he'd even remember what it is you wanted to show him."

"We can wait a month or so." She said "I just need to take him to see something."

Flare seemed concerned.

"Sure we can go." I said "We'll wait till he's a mouth old though okay. Three more weeks."

"Thank you." Flare said "You don't know how much this means."

I kissed Flare and then we drifted off to sleep.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**I decided to go without a Lemon this Chapter. I just wanted to do a little Family Time. But our usual Sexy Time will return next chapter.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Sun Village, and a very vindictive tiger.**

**There's a poll open in my profile to suggest what AU you'd like a future side story to take place in.**

**Till Next Time!**

 


	58. Sun Village- Minerva

_Italics indicate thinking_

* * *

**Lucy's POV**

What originally was a trip for Flare, Rex and I had somehow turned into a big group outing. Erza, Gray, Natsu, Wendy, and Carla had all tagged along…oh and Happy to. Other people wanted to come but I put a stop to that. I needed people back there in case something came up with Cana.

"So exactly where are we going?" Happy asked.

"To Flare's Village." I said "Why did you come if you didn't even know where we were going?"

"You guys are always out doing stuff. I feel like I'm getting left behind sometimes." Happy said.

I felt bad for the little guy.

"Oh sorry Happy." I said placing him in my lap "We'll hang out more often."

The rest of the ride was taken in relative silence. Eventually we arrived at a town but Flare said we still had a long way to walk and by long way she meant a few dozen miles.

"Are we there yet?" I whined.

"Just a little further." Flare informed "Right over this hill."

We climbed up the steep hill but when we got to the top we saw a big problem.

"No…"

The entire place was frozen solid, covered in a thick layer of ice.

We headed down to investigate. Everything in the village was frozen. Even the people had been turned to ice. Oh yeah the people weren't people, they were giants.

"You live in a weird place." Happy said.

"It's not supposed to look like this." Flare cried "Someone did this to them!"

"Calm down." Natsu said putting a hand on her shoulder "We'll figure it out. We're Fairy Tail right."

Flare wiped away her tears and nodded "Yeah."

We decided to split up and look for a way to reverse this icy curse. Flare took Rex and Wendy offered to accompany them. Happy and Natsu headed off and so did Gray and Erza.

"Wait a sec." I said thinking out loud "How did I end up alone!"

I sucked it up and started making my way through the frozen village. Even though it was covered in ice I could tell this place had beauty underneath. I was going to fix this place no matter what…Flare just looked so upset…

I passed by some frozen giants but tried not to panic at the size. I wandered about alone with my thoughts.

_What Happy said on the train was right…He's really been getting the short end of the stick lately. All the others engage in…activities that he doesn't. I feel bad for the poor guy…He doesn't even know what really has him getting left back. I would think about letting him in but…I don't know what would happen. Would he become human like Carla or would he become a girl like the other boys…maybe both…Why am I even thinking about this!_

I kept walking when I heard a twig snap.

_Someone's there!_

I jumped back in time to avoid a small explosion.

_That magic…_

I pulled out a key and got ready to confront whoever was attacking me.

"What is Fairy Tail doing here…" a woman said walking out of the forest.

Minerva came through the trees.

_It's the bitch who almost killed me…Get ready Lucy._

"What are you doing here." I mumbled.

I wasn't surprised when she didn't answer only throwing more magic at me.

" **Open Gate of the Giant Crab: Cancer!"**

I turned the key…but nothing happened.

_What!_

I felt a splitting pain in my side. I blacked out for a few seconds and when I opened my eyes Minerva was way bigger.

_I feel lighter_

I looked down…and I could see my feet.

_I haven't been able to see them since I lived on the estate._

I saw my reflection in the ice. I looked like I had when I was a kid. I looked Eight years old.

"What happened to me?!"

Everything felt wrong. I was too small my weight felt weird, even my pants were too loose. What most people would say are my best parts were gone. My chest was flat and my penis was all shrunken.

"What did you do to me." I was surprised by my childish voice.

"Well aren't you adorable." Minerva said biting her finger "I could just eat you up."

The woman flicked her wrist and a magic explosion blew me back. I tried a different key put still no response.

_Virgo always comes when I call her…Is my magic too low?_

"Did you freeze this village?" I asked dodging rocks being blown at me.

"No." Minerva answered easily.

I kept running and tripping over the clothes that were way too big for my tiny body. This tiny body was holding me back. My stamina was so low.

"AHH!" I yelped as Minerva picked me up by my hair.

"You're so adorable." She said squeezing my face.

When she picked me up my clothes fell off.

"I see…" she said looking at me "That's what all that was about back then…you really think someone like you could make me your slave?"

I hissed as she pulled my hair again "When I get my body back…you're gonna get fucked so hard your head will spin."

Minerva threw me to the ground aggressively "Such vulgar language coming from a child."

She tried to grab me again and I bit her hand.

"Ow you fricken brat!"

I kicked her shin and scampered off.

_I just have to buy some time till my body turns back to normal. But how do I change back. I don't have my keys either; I have to get back to my clothes._

"Come out Come out wherever you are. Come along now Lucy I just want to give you a hug, one that you'll never get out of." Minerva called out.

_Creepy!_

When she passed the rock I was hiding behind I darted out and picked up my stuff.

"Gotcha!" She laughed as I got lifted up by her magic.

Minerva walked up and caressed my face.

"Aren't you just the cutest?"

"Bitch." I snarled.

"What was that you said to me back in the Naval Battle? Something about making me your bitch." Minerva laughed "How funny you think you can really beat me. You have it backwards girl. Once I get you changed back you'll be the one who will be the bitch."

"No one." I hissed "Makes me their bitch."

Minerva smirked "I look forward to breaking that streak."

Minerva held me down with her magic. I had dropped my clothes and keys again.

_Dammit someone help me!_

I felt a spark deep down inside me. There was a fire deep down. I felt a surge in my body as I started to grow. My height came back first, then my breasts ballooned and my glorious curves returned and finally my dick returned to its normal length. Changing back…was kinda fun.

_Must be what it's like to be Wendy and Chelia._

I struggled against Minerva's magic but managed to grab my key ring.

_I hope this works._

I jammed the key down and split the ice."

" **Aquarius!"**

My body heat had created a small puddle of melted ice, just enough to call her out.

"You called me away from Aqua for this!" She yelled "How dare you summon me from such dirty water!"

"Just wash her away!" I yelled.

"RAHHHH!" Aquarius sent out a torrent of water but Minerva blocked it with her damn magic.

_She can do anything. That damn magic._

"Buzz off fish." Minerva said blowing Aquarius away.

"Aquarius!"

Minerva blasted my hand and blew my keys across the ground.

"Enough resisting girl!" Minerva said grabbing me with her magic and forcefully tugging my penis "Time to accept you knew role as bitch."

Despite my screaming and resisting my penis got hard and Minerva was jacking me off.

"Don't!" I yelled "You don't know what that stuff could do to you!"

"Yes I heard the legends about the mutations." She said "The risk is half the fun."

Minerva's clothing disappeared and she stood naked in front of me. She was sexy I couldn't deny that. She had sharp curves and large breasts. If she wasn't trying to kill me I'd be all over that pussy.

"I never thought you'd be that large." She said "I see why Yukino liked you so much."

"How do you know about Yukino?"

"Before you…I had planned on making Yukino my pet." Minerva said still rubbing my dick.

"Don't touch her." I spat.

Minerva snickered but kept going to town on my dick with her soft hands.

_I can't…hold it in…._

"AHHH!" I groaned as I blew my load and covered Minerva in my semen.

"I didn't say you could cum." She said before her eyes went wide "HAAA!"

Minerva grabbed her stomach and groaned.

"OHHH!" she threw her head back and I saw what was happening to her.

A large phallic shape had formed above her vagina. Soon two large testicles appeared.

_It turned her into a Futanari! Just like Merry!_

Minerva looked at her new appendage and laughed "Oh…this is gonna be great."

Minerva's penis was just like Meredy's, long and thick.

Minerva licked her lips "I think I just found the perfect volunteer to try this out on."

Her magic spun me around and brought my backside close to her dripping rod.

"No." I pleaded "Please don't."

She leaned forward; I could feel her breasts pressing against my back.

"Hello bitch." She whispered in my ear.

"OHH!" I moaned as her penis entered me and stretched my walls.

"This feels great." She said gyrating her hips "it's incredible…warm and wet…the sensations."

Minerva grabbed my hips and went to town on my pussy. I tried to bite my lip but every so often moans escaped.

"Please." I gasped "I'll do anything please stop."

"No way." Minerva spanked me "I can't get enough of this. I think once I'm done with you I'll go fuck the rest of your friends. Erza, that little girl…that Raven Girl with the big tits to."

_Not them…_

"Alright." I said "I'll do whatever you want just leave them alone."

Minerva snickered and grabbed my hair as she pounded my warm hole.

"This is it." She groaned "I'M CUMMING!"

I felt fluid fill me up. I knew Minerva had just came indie me.

She pulled out of me with a plop.

I was still being suspended by her magic. Minerva came around the front and stuck her new dick in my face.

"Clean it off."

I said nothing and took her meat into my mouth. She rubbed my hair as I sucked her off.

"I guess I do owe you a small thanks." She said "I wouldn't have this great cock if it wasn't for you. Why don't you try some more!"

I gagged as she shoved her dick deeper down my throat. She forced so much in I thought I was gonna get sick.

"Your throat." The bitchy woman moaned "It's so fucking warm…"

Minerva grabbed my head and started face fucking me. I was gagging and I could feel slow tears dribble down my face. I wasn't crying because I was scared or upset. She was just hitting the nerves that made that happen.

"Shit." She dug her hands into my hair "AHHHH!"

I felt her cum start to fill my throat. I was struggling to keep it down.

"HEHH!" I coughed and wheezed when she left my mouth "Are… ***Cough*** …Trying to kill me!"

"What hole next?" Minerva said rubbing her penis slowly.

"LUCY!" The distracted Minerva was blindsided by a dive-bombing Carla.

The magic broke and I was released. I fell to the ground in a heap. I heard a commotion and when I looked up Carla, in her human form, had thoroughly clawed Minerva's face.

"Are you alright?" she said rushing to my side.

"Yeah." I panted "Where are the others."

"Wendy and Flare are dealing with some Treasure Hunters. I don't know about the other three."

"Okay." I said "Can you go get my clothes."

Carla ran over and brought me my things.

"What do you want to do about her?" I looked at the passed out Minerva.

"Leave her." I mumbled putting on my pants "Let's just go."

Carla and I walked back through the forest.

"Umm Lucy." Carla asked "Why did you just leave that woman there."

I glared at her and she yelped "Don't ever mention that whore."

"Okay."

_She has ruined me…Minerva…RAHHH!_

"And you." I growled "Get some clothes on. Don't go walking around naked. What if Happy had seen you."

"Oh right." Carla had picked up Minerva's discarded dress and slipped it on.

Speak of the Devil Carla and I kept walking and we heard the blue cat calling out for his fellow Exceed. Carla changed back and we shoved Minerva's dress into a handbag…what it was a good outfit and it fit Carla well.

"Lucy is everything okay?" Happy asked as we walked through the woods "Your awfully quiet."

"Yeah I'm fine." I mumbled "Let's just find the others."

Deep down I felt wrong…I felt…bad…Minerva had gotten the better of me…I needed to get stronger so I could get back at her, next time would be different.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Poll is still open feel free to go vote on it.**

**Next Chapter Hint- Some people have been requesting this. Sun Village Part 2 Lucy will add to her litter of catgirls.**

**Till Next Time!**

 


	59. Pussycat- Catgirl Happy

_Italics indicate thinking._

* * *

**Lucy's POV**

We managed to meet up with the others and unfreeze Flare's home. Flare brought us to something called the Eternal Flame. She explained that this large fire was what granted her fiery hair. She wanted to bring Rex her to show him to this fire. It turned out that this never-ending flame was really the fire dragon Natsu had met during the Magic Games a few months ago. Unfortunately due to the ice that had been laid over the village Atlas Flame was moving on to the afterlife. Before he passed on he blessed Rex like he had with Flare.

Flare showed us around her village and introduced us to the giants. Flare explained that she was abandoned when she was little and that the giants were the ones who raised her. She had left the village to learn about the outside world and got caught up with Raven Tail and well you know the rest.

"And this." Flare said holding up the baby "Is my son Rex."

The giants studied the little boy before smiling and congratulating Flare. At first they thought Natsu was his father.

"No that would be me." I explained.

The giants looked at me and nodded. These guys seemed pretty old so I just assumed they put two and two together.

"WHAT!" Happy yelled out.

_Oh crap…_

"Natsu!" Happy yelled "You said that babies come from…when….not two girls!"

"Um…well…you see…"

"Lucy are you a man?" Happy asked.

"Shut up cat!" I snapped "Of course I'm not!"

"But then…how…my brain hurts…" Happy whined.

I placed the confused cat down on a rock.

"I'm not a boy." I said "I'm not really a girl either…well that's not true I'm more girl then boy."

"Huh?"

"I got a male part." I explained while blushing "You know…"

"AHH!" I yelled "I get it."

I patted him on the head "Good."

"Lucy's a crossdresser."

"Not even close!"

"Maybe this requires some show and tell." Erza suggested.

"Look Happy." I groaned "I have both male and female parts kay?"

"Oh I get it."

"Really?"

"Yep…but why was I the only one who was surprised by this?" he asked.

"I have no idea what you're talking about." The others said looking away and blushing.

"The jig is up." I grumbled "No point in hiding it."

I snapped my fingers as a signal for those who could to transform. Yeah Happy pretty much freaked when he saw Natasha and Carla.

"Eh…da…why…HUH?!"

I looked at the sexy ladies before me…something was wrong.

_I'm not…getting a boner…_

Carla was naked, Gracie had no shirt on, and Wendy and Natasha were almost bursting out of their clothes but I was still soft as a gummy candy.

"Something wrong Lucy?" Erza asked.

I didn't respond.

"Lucy?"

"I…can't get hard…." I said stunned "Come on."

I had Flare show me to her house. It was a normal looking room. I had Erza strip down and I did the same.

"Get to work." I commanded.

"So bold." She said.

Erza grabbed and pulled and shook my dick. She put it between her breasts and did other things to it but I couldn't get hard.

"Oh this is bad." I said sitting on the bed.

"Lucy." Erza sat next to me "Is everything okay?"

"Minerva…" I mumbled.

"What about her?"

"I…Erza just go away for a bit." I asked "I need to do some thinking."

"Okay." Erza gave me a hug "It'll be alright."

Erza left the room and I laid on the bed. I thought about everyone I had fucked…still no response from down below.

"Ugh." I threw my head back "Come on!"

The others came in and tried their best to get me back up but nothing was working…not Carla's scratchy tongue, not having both my holes filled my Natsu and Gray, not even a double tit fuck from Wendy and Erza. I wasn't even getting a slight tingle.

I decided to just go take a bath and maybe I could sweat out the problem. Flare showed me to a spring and I bathed alone. I sat in there for a while.

_What happened back there? How was she able to overpower me so easily…Minerva…Next time I have to make sure it goes differently…I need to get stronger…both with magic and with charm…I need to break her down…_

"No better time to start then the present." I said getting out of the water "Come on Lucy today is a new day no more wallowing in defeat."

I smirked and I felt my blood boil "I feel like fucking…"

I grabbed at my crotch and I felt myself start to grow hard.

"Good to know you not broken."

I rubbed one out real quickly and blew my load in the woods.

"Oh yeah." I groaned "Must have just been some self-doubt. I wonder who I'll bone tonight."

I thought about my options. I could do Erza, Wendy, Carla, maybe Natasha or Gracie. A thought struck me.

"If I want to get stronger I have to expand. I need to work on new people…he already knows enough…"

I got dressed and jogged toward the village.

"I sure could use a new Catgirl." I giggled.

All the jogging and bouncing really got me ready. By the time I found the cat I thought my dick was gonna rip right through my pants.

"Oh Happy~." I said scooping up the cat.

I snuggled him into my breasts nearly chocking him in my cleavage.

"Lucy…can't breathe…"

"Sorry." I said placing him down.

"What's up?" he asked.

"Oh nothing." I giggled "Just wanted to say hello to my favorite cat."

I chatted with Happy for a bit. He asked me to explain just what made the others…become different, he wanted to know why Natsu could be a girl and Carla could be human.

I sighed "I guess I could show you."

_Almost there….boy I hope this works._

I took Happy back to the tents we were staying in. I had one all by myself. Now these tents were pretty big…Erza had brought them.

"You all set?" I asked Happy as I took off my shirt and bra.

"Yeah I guess?"

I turned around and showed him my cock. I slowly started jacking off.

"What are you doing?" Happy asked.

"Showing…you…" I groaned.

_Just a little more…oh yeah…_

I started moaning and I threw my head back.

"OHHHH YEAH FUCK!"

I sprayed cum all over the tent. My eyes were closed but that load was so big I knew I had gotten it on the blue cat.

"Wah!" Happy yelled "It's everywhere."

I opened my eyes. There were a few thick globs in his fur.

"What did that have to do with anything?" Happy whined.

"Oh you'll see." I smiled.

Just like that…

"HA!" Happy gasped "I feel…funny."

"Just let it happen." I said sitting down and watching.

First he grew taller. Then his fur started to fall out and leave a white pale skin behind. Hair started forming on his head. I looked to his crotch and watched him become female.

_Oh goodie he turned into a she._

"Hmmm." Happy moaned as her breasts started forming.

Her butt plumped up and more curves formed. Her voice changed to be slightly more girly.

"What the heck!"

Happy was now a cute catgirl. She had large breasts like Carla and Erza, a plump butt like Juvia and Kagura, blue hair cut into a bob like Kinana, about the same height as Levy and Carla and had blue ears and a tail. Like Carla her teeth were still sharp and she had small claws at the tips of her fingers. Just looking at her got me instantly hard.

"I'm…Human…and…I'm a girl…" Happy said looking at herself.

"Now you see." I said walking up and hugging her "They all went through that. Don't worry you can turn back I'll teach you how later."

I pulled Happy close and I approached her lips with mine.

"Lucy…" the catgirls cheeks were beet red.

"Oh Happy I'm going to make you feel so good." I said pressing my lips over hers.

I was a little more aggressive than normal. I battled with Happy's scratchy tongue. I dug my hands into her dark blue hair as I shoved my tongue down her throat.

"Mmmmm." Happy moaned into the kiss.

I slowly laid her down and squeezed her breasts as we made out. Happy was doing pretty well for her first time. She was so soft. I pinched her nipples and moved my leg between her thighs.

"Lu…cy…" Happy panted trying to catch her breath after the kiss "That felt so good."

"It gets even better." I said rubbing my finger over her smooth folds.

"Ha!" she gasped in pleasure "Ohh."

I gently rubbed before sticking a finger inside.

"AH!" Happy gasped.

Her ears were twitching as I put my head between her legs. I ran my tongue over her and probed the inside of her walls. Happy was squirming and moaning loudly.

"Ha…ha…Oh…Lucy…I fell so good."

I flicked my tongue over her clit.

"AHHHH!" Happy moaned and covered my face in her girl juices.

Happy leaned back, her new breasts heaving up and down. I pulled her on top of me and got my dick in position.

"You're so cute." I smiled kissing her.

"Lucy…I'm so hot…I feel like I'm on fire…"

"Just relax." I said teasing her warm entrance "I'll cool you down."

Happy stuck her head into my chest and moaned. It made my boobs jiggle; she was accidentally motor boating me.

"They're so soft." Happy said squeezing my breasts.

"Yours aren't too bad." I said feeling the catgirls tits against my stomach.

I jerked my hips forward and penetrated the blue haired girl.

"OHH!" Happy groaned "It's big…Lucy…"

I slowly started thrusting my hips and making the catgirl moan. Happy's tail was flailing around as I grabbed her big butt and pounded her new pussy.

"Lu…Lucy…It's so good." She moaned.

Happy was grabbing at my breasts. I winched when her claws came out and scratched them a little.

"Watch it." I hissed as I dug my nail into her fat ass.

"Sorry." Happy whimpered "I just feel so good I can't hold back."

"I can't wait till the other's see the new you." I said as my dick slid in and out of her "You're so sexy. I can already imagine you and Natasha going shopping for clothes together…so hot…"

"Lucy…more…faster…"

"How does it feel…being a girl…getting fucked?" I groaned.

_I'm gonna…cum soon._

"So good Lucy!" she moaned "I love this! OHHH!"

I felt Happy's walls tighten and I lost it.

"UGH!" I groaned as I exploded inside the catgirl.

"So warm!"

I pulled out and watched the cum seep out of Happy's pussy. I heard the flap on the tent move and saw Natasha walk inside in only a towel.

"So here's where you went." She then looked at the catgirl in a state of bliss next to me "Oh~"

"Na…Natsu…" Happy mumbled.

"It's Natasha." She said walking up and giving the catgirl a kiss "And you look so hot."

Natasha pulled Happy into a kiss. She squeezed her pet's breasts and the two were moaning.

"You got some nice boobs." Natasha complimented.

"Not really." Happy blushed "Yours are huge."

Natasha dropped her towel "Yeah they are…I can't wait to take you shopping."

"Sounds fun." Happy smiled.

"Well we can go when we get home." I said pulling the two next to me "But how about we do some more…I have so much to show you Happy."

The girl smiled and shook her head making her breasts bounce "Yeah!"

Natasha zipped up the tent and we got to work teaching Happy about his new more attractive body.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in a future chapter or side story.**

**Next Chapter Hint- Black and White.**

**Till Next Time!**

 


	60. Twin Trouble- Sting and Rogue

_Italics indicate thinking_

* * *

**Lucy's POV**

After spending the night with Natasha and the now Catgirl Happy we packed up and got ready to head back to Magnolia. We introduced the new girl to the rest of the group and got ready to leave. In order to help Happy adjust to her new body we got her into Minerva's old dress and had her stay human for the ride home.

"If the Tomcat gets to be human on the way home can't I?" Carla asked.

"Yeah sure." I said "Wendy you can be big to if you like."

"Yay!" Wendy cheered running off to change.

Carla trotted after her but she was picked up by the tail.

"Who you calling Tomcat?" Happy growled.

Carla broke free and shifted into her human form and hissed at her fellow cat.

"That's what you are." Carla snarled.

"RAEEERR!" Happy growled and talked the other furry.

The claws came out and the two started slashing at each other.

_I forgot Catgirls need to be separated…I thought it was just Milli and Carla…but Happy loves Carla it must be an instinct._

"Enough you two." Erza said separating them with Natsu's help.

The two hissed at each other.

"You two will control yourselves or you change back understand."

They both sighed "Yes Lucy."

I watched Carla's butt bounce and tail wag as she walked off to meet Wendy. After the two got back we headed back to town and caught the train home.

* * *

**That Night after Returning Home.**

I left Natasha in charge of getting Happy clothes, I wanted to go home. It was late, but not to late, so as soon as we got back I took Rex to his crib while Flare went to bed. I got close to the door and heard soft singing coming from inside the babies' room. I peaked in the door and found Aquarius in a rocking chair singing to Aqua. I had never realized that the mermaid had such a beautiful voice. I just stood in the doorway and listened. When she stopped she placed Aqua in her crib.

"Goodnight my little guppy." Aquarius said kissing her daughter goodnight.

"You sounded wonderful." I whispered as to not wake the babies.

Aquarius looked at me, her usual angry snarl on her face "How long have you been there girl?"

"Since the first verse." I said "Your voice is wonderful, it even got Rex down."

"I am a siren…" a strange smile crossed Aquarius face.

I kept changing the sleeping boy into his PJs "What's so funny."

"Nothing..." she shrugged "This just takes me back is all…You Mom used to call me to sing to you when you were little."

"I didn't know that." I said as we exited the room.

"You were too young to remember." She said.

"Hey Aquarius?" I asked "Do you…do you miss Mom?"

She blinked and then smiled "Everyday…Layla was the greatest Master I ever had…she was so kind…"

I scoffed "Even better than me?"

"She was way better then you brat. She never summoned me when I was on a date."

I poured myself a cup of coffee and my spirit joined me.

"I think I'll go visit Mom and Dad soon." I said "Bring the kids to."

"They'd like that very much." Aquarius nodded "Your Mom…she loved you so much brat…"

"Yeah I know…I miss her so much…Dad to."

Aquarius reached forward and wiped a tear off my face, I hadn't even realized I had been crying.

"Don't cry kid." She said.

I smiled and pulled Aquarius into a soft kiss "I love you."

"Yeah , yeah…" Aquarius laughed "I'm going to bed."

"Wait." I stopped "You didn't…Sorry."

Aquarius groaned and kissed my cheek "I love you to brat…I didn't think I needed to tell you jeez."

Aquarius walked off and I finished my coffee. I was washing out my mug when Cana came back. We had only been gone a few days but she looked even more pregnant then when I left. In a rare occurrence Cana had her hair tied up in a ponytail.

"Heard you guys were back." She said "Flare said something about another one of those Catgirls?"

"Happy." I said looking over my shoulder "He makes a pretty cute girl."

"I'll have to check it out myself." Cana said "Umm Lucy listen."

"What's up?"

"I…I got a letter the other day." She said "From…my Dad…He's going to be home in a few weeks."

In a panic I dropped my mug and it shattered.

"Shit." I grumbled.

"You alright?" Cana asked.

"Yeah but stay over there while I clean up…so your dad's gonna be coming by."

"Yeah…" Cana mumbled.

We entered an awkward silence.

"What are we gonna tell him!" We both yelled at the same time.

I heard cries start up from the hallway.

"Dammit Brat!" Aquarius yelled.

"Lucyyyyy!" Flare groaned "You woke them up. Keep it down."

"Sorry." I said knowing I was in trouble with the two mothers.

"Well we still have a few weeks" Cana said "We'll think of something."

The rest of the night was quiet. I was scolded by Flare and nearly drowned in the bathtub by Aquarius but it was fine…everything was fine.

* * *

**A Few Days Later.**

I've been practicing my magic the last few days. Trying multiple summons and other skills. Virgo has been helping me practice with my wipe…Lisanna volunteered to be the training dummy. I've been picking and choosing different girls for the last few nights…. But I need more practice if I'm gonna get back at Minerva.

"I need to work on taking it." I mumbled to myself.

"What was that." Yukino asked sitting on the edge of the bed.

Since she used to be in Sabertooth I told her about my run in with her former guild mate.

"If I want to best Minerva I need to work on being the receiver as well as the giver…I need to get fucked.

"It shouldn't be too hard." Yukino said "You have Natsu, Gray, Gajeel, the Princess and Meredy. They can all give it out."

"No that won't work." I said "I need someone aggressive. They're all to close they'd be afraid of hurting me or doing it the way I like it…I need someone new."

"Well then." Yukino smirked "I happen to know two men that might be interested in giving you a hand…"

"Do you mean?"

"Ever since I saw Natasha I've been wondering how those two would look as girls…"

"You naughty little…"

"Would you like me to give them a call?" Yukino giggled.

"Yeah…they'll work great."

"I'll get on it." Yukino smiled "I assume after they please you you'll be turning them."

"Of course." I grinned slyly "Why don't you help me brainstorm some names."

* * *

**The next day.**

Yukino had called up Sting and Rogue. They were coming by tonight to hang out with her. I put on my best dress and got ready to meet the two hunks and hopefully get them to prove their worth.

_I'm pretty sure telling them what Natsu and Gajeel have done with me will strike up a rivalry and get them to come to my room._

"So boys." I said sipping my wine "Do you have girlfriends?"

"No not right now." Sting said.

"Really." I fake gasped "I thought two handsome men like you would be taken for sure."

"You're far to kind Miss Lucy." Rogue said.

"Just call me Lucy." I smiled.

Yukino winked at me and I decided to go head first.

"I just can't believe you two haven't been snatched up. Girls must be crazy to not be all over you. I know I'd would."

There was a lot more compliments and drinks poured but eventually…

* * *

"HA!" I gasped as I slid out of my dress while Sting sucked on my neck.

Yukino was next to me making out with Rogue.

Sting was grabbing at my breasts "Damn their big."

I still had my panties on and I was pulling his dick out of his pants. I could hear moans and saw Yukino was already riding Rogue.

_Jeez she moved fast._

I ran my tongue over Sting's cock as I looked up at him. I put my hands on his hips and increased my speed.

"Damn." He groaned "So good."

"Cum already." I said "I wanna taste your steamy cum."

"OHH!"

I felt my mouth fill with semen and swallowed it. I let a little dribbled out and land on my chest. I crawled ontop of Sting and looked over at Yukino a Rogue.

"We can't fall behind now can we?" I smiled.

Sting stunned me by pulling me into a kiss and sliding my panties off. He was pretty shocked when my dick flopped out and slapped into his abs.

"What the…"

"Just ignore it." I said spreading my legs "I'm still a girl see."

I guess that was good enough cause Sting kissed me again and stuck his dick in my.

"Hmmm." I hummed.

I started grinding my hips and making us both moan. I was laying down as I got plowed. My dick was getting hard as it grinded up against Sting's hard abs. He was getting loud but I was keeping myself under control. I needed to learn to hold it in and not be as weak to getting fucked myself.

"Lucy…" Sting groaned "I'm gonna."

"Do it." I panted "Fill me up…Cum with me."

Our bodies collided a few more times till I felt my walls tighten.

"Ohh!" I moaned.

"AHH!" I felt Sting's cum start to pump into me as cum exploded out of my own dick covering his tight stomach.

It took a few seconds but like all the other boys Sting started to change into a girl. His platinum blonde hair grew long like mine, breasts about the size of Cana's , DD, formed on his chest, his dick disappeared and left the glorious damp folds behind, but best of all his ass ballooned till it was on par with Juvia and Kagura.

"Ah?!" She gasped as I pushed her on her stomach and teased her ass with my dick.

"You make a cute girl…Stacy" I said pushing my dick into her ass.

"What that hell?!" she moaned "This is…Ahh!"

I saw that Rogue was stunned at what I was doing.

"Don't worry." Yukino said rubbing his dick "You'll be next."

I grabbed Stacy's fat ass as I plowed her. She was moaning like a bitch but didn't seem to upset about being on the receiving end.

"Your ass is incredible." I said giving it a light tap.

"Lucy!" she gasped as juices dribbled out her new vagina.

"AHH!" I pulled out and started jacking the rest of my cum out onto her plump booty. I turned and got a little on Rogue.

Stacy panted as I marveled at her body. Yukino came over and started to kiss the new girl. I in the meantime watched Rogue go through the change.

"Don't worry." She said teasing her friend's folds "The other boys adapted quickly. Natasha will gladly show you all about your body. Gabby will help you to."

When Rogue finished becoming a girl she was sexy. She had huge tits; G cups like Natasha, her hair looked about the same. Really aside from gaining a vagina, breasts, and curves she still looked a lot like Rogue.

"Rachel." I said placing my dick between her large tits "That's a cute name…Stacy and Rachel."

She was still so stunned that she didn't even say anything as I moved my dick between her boobs. They were so soft. I was stunned though when she moved forward and flicked the tip of my dick with her tongue.

"See." I smiled "it's good isn't it?"

"It tastes…nice." She whispered.

I looked over and saw Yukino was fingering Stacy while sucking on the blonds tits.

"AHH!" Stacy moaned "Wow…this is…HA!"

"Ugh…here it…comes!"

I blew my load all over Rachel's bouncy breasts. While I waited to get ahrd so I could penetrate her she licked some of the cum off her chest. I was stunned again when Stacy crawled over and took a lick.

"Tastes good." She smiled getting closer to her best friend.

I teased Rachel's entrance while the two slowly started to kiss. They rubbed each other's breasts as their soft lips battle for control. In all the commotion I didn't even realize I had taken Rachel's virginity and was thrusting her already.

"Lucy." Yukino mumbled as she grabbed my ample chest.

She pinched my nipples while I slammed my large rod into the recently made girl. I could hear Rachel moaning as I fucked her and Stacy kissed her. I was losing control as Yukino grabbed my breasts and moved one hand down to rub the dark haired girl's clit.

"Ha…ha…ha…" I panted "I'm gonna…"

"MMM!" Rachel moaned into her kiss with her friend and her walls suddenly got incredibly tight.

"FUCK!" I groaned as I started pumping her full of cum.

Yukino and I laid back and watched as Stacy and Rogue ignored us and played with each other.

"I think tonight was a success." I smirked.

"Yeah." Yukino said "I doubt Natasha is looking forward to teaching Happy and now these two how to be girls."

"Oh her…well Gracie will be there to help…and maybe I can lend him Gabby."

"What do you mean lend?" Yukino questioned.

"Turns out…Gajeel is a lot more submissive as Gabby…maybe it's cause she's so short…She's just like Juvia, she follows all my commands."

"I didn't know that." Yuki said kissing my chest.

"Well I want to hold off on him teaching those two." I said "Erza has already called for tomorrow's partner…what do you think about the name Jennifer?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in a future chapter or side story.**

**Next Chapter Hint- Side Chapter Next Time- Someone has a hairball.**

**You'll have to wait a little bit to see "Jennifer"**

**Till Next Time.**

 


	61. SS12- A Day in the Life of a Catgirl

_Italics indicate thinking_

_**This story takes place during Chapter 45** _

* * *

**Carla's POV**

I woke up to a strange stickiness between my legs. After I adjusted to being awake I remembered what I had done the night before…Wendy and I had…just thinking about it makes me shiver.

"Mmmmm." I moved my head and realized where I was.

I opened my eyes only to be met with Wendy's large chest.

"Morning." Wendy said rubbing my ears.

"Good morning." I said nuzzling deeper into her large cleavage.

"That tickles." Wendy giggled.

I moved up and gave her a wake up kiss. The one peck then turned into a make out session. Ever since I got this body Wendy and I have…gotten a lot closer…

"Carla." Wendy whispered as out kiss broke "You wanna go take a shower?"

"I'm gonna smell like wet fur." I mumbled.

"Come on." Wendy said rolling me out of bed.

We headed down the hall. Walking is nice. It took me a little time to get used to walking with human legs, especially because I'm also very bouncy. My butt wobbles with every step and if I'm not wearing a bra my breasts join them in bouncing. The shower was nice, I love washing my hair it fells so nice. I was lathering myself up when Wendy started groping me from behind.

"Let me wash your chest for you." She said aggressively grabbing at my breasts.

"Wen…Wendy…" I panted.

I could feel Wendy's boobs rubbing up against my back; her nipples were hard and sending shivers down my spine. My tail was down and flicking into her legs.

"Stop it." Wendy said flicking my nipples.

"I can't help it." I mumbled "You grabbing too much."

When I get excited my tail wags more.

"How about this?"

"OH!" I gasped as Wendy ran her finger over my slit "Mmmmm."

"You're always so loud Carla." Wendy said inserting a finger into me.

"Wendy~" I moaned.

I closed my eyes and let Wendy go to town on my hole. Her fingers were so delicate and long that they hit all my spots. I felt another strange sensation. Something was licking at me.

I heard soft hissing as I opened my eyes. Laki was between my legs running her forked tongue over my snatch.

"You two went at it so fast you didn't even check for other people." She said sliding up my body to kiss me.

She ran her forked tongue over my scratchy one and kissed me. They snake girl went back down and lick at me while Wendy kept moving her fingers in and out.

"Slow down." I begged "I'm gonna…gonna…AHHHH!"

I screamed out as warm juices poured out of me. I slumped down on the ground and tried to catch my breath in the steam bath.

When I was able to walk again I grabbed a towel and went back to mine and Wendy's room to change. Wendy was staying in the bath with her snake tailed friend.

"I'm going to head to Lucy's after I change." I told Wendy "So I'll see you later."

"Alright." Wendy said rubbing Laki's scaly tail "I'll see ya'"

I went back to the room and picked out a cute outfit. It was a nice black tank top; it was open on the sides and exposed the straps of my E-cup bra. I threw on some tight yoga pants with a hole for my tail. It's really annoying trying to fit my tail through the hole.

As I walked through town I could see people staring at me. I understood through it's not every day a girl with cat ears and a tail walks down the street.

I was heading to Lucy's when I felt a painful tug.

"OW!" I yelped out.

I turned around and saw some toddler had yanked on my tail.

My tail drooped in pain. I felt my claws come out and hissed at this little brat.

"You got a problem kid."

Her mother came over and ushered the child off but not without giving me a stink eye and telling me off for being mean to her child.

"She's the one who yanked my tail." I defended.

"She's just a child." The woman said "Have some understanding."

_She's right…_

I squatted down and looked at the little girl "I'm sorry…would you like to pet my ears?"

I leaned forward and the girl scratched behind my ears. I felt a rumble in my chest and I purred softly while she scratched at my sweet spot. The mother thanked me for my understanding and the two headed off. I picked up my purse and headed to Lucy's house.

* * *

**A Short Time Later**

When I got to Lucy's she was trying to take a nap. She asked if I'd be willing to listen for her babies while she took a brief nap.

_This scent…it's her…the Catfish…_

The door opened and the three girls from Mermaid Heel came in. Kagura, Risley and…her…

***HISS!***

As soon as she came in the door Millianna and I got in each other's face.

"What are you doing here Catfish?" I growled.

She flashed her fangs at me "I could ask you the same thing Alley Cat."

My claws popped up and I slashed at her. She ducked under me and kicked at me with her bare foot.

"Ugh!" Lucy snapped "I'm trying to sleep!"

The fight stopped and my ears drooped "Sorry…"

"You got luck Alley Cat." Millianna snickered "If it had kept going I would have clawed your eyes out."

I hissed and growled at her. Kagura separated us and told Lucy she'd look after us while Lucy took her nap. Once Lucy was asleep Kagura took us out back.

"Can I claw her yet Kagura?" Millianna said.

"You two have done enough." Kagura said "If this keeps up…settle your fight like adults."

"What are you saying?" I said glaring at the other catgirl.

_My blood is boiling…_

"You two settle this now." She said looking out at the backyard "Clearly this is instinctual so settle it like you would in the wild."

"I like that idea." Millianna said flashing her claws.

"For once we agree Catfish." I smirked.

We went out back and got ready to fight. Lisanna has a cat soul so she's been teaching me how to fight, I want to be able to help Lucy and protect Wendy.

"Alright." Kagura said "Half hour no serious injuries and no magic."

"No grantees." We both said.

"Then begin!"

I dashed forward and slashed at Millianna. She weaved in and out of my attacks and swung at me with her own claws. One slice ripped at my shirt and cut a small hole in it.

_Wendy bought me this…GRRRR_

I let out a growl and tackled Millianna. The two of us grappled on the ground. I could feel her damn fat sacks smashing into my chest.

"RRRAAARR!" Millianna swung again and ripped a huge tear in my tank top ripping it into ribbons.

***ROAR!***

I rolled her over and tried to claw at her face.

Millianna slashed again and my bra was torn off.

"How indecent." Millianna said jumping off me.

"You're one to talk skank! At least I wear clothes." I yelled ripping her top off.

The two of us grappled again our naked chest smashing together trying to get the other one. I lunged forward and sank my teeth into her neck.

"AHH!" she yelled punching me off her.

We dashed forward and there was a flurry of slashes. When we separated again my pants exploded into scraps of fabric and Millianna's did the same. Now we were both naked in the backyard panting and covered in scratches and teeth marks.

"I'm not done yet Alley cat." Millianna said.

"Neither am I you smelly Catfish!" I yelled back.

The two of us tackled each other and grabbed at each other's hair and clawed back and forth.

"Lucy's mine!" I yelled out.

"She doesn't need a whore like you!"

I shook Millianna by her hail.

"OWW!" I had to let her go when she bit down on my tail.

I jumped back, my breasts heaving as I tried to catch my breath. We both hissed at each other and tried to slash back and forth. I was getting tried I had lost track of how long we had been sparring.

"Take this!" Millianna yelled as she bit my breasts.

"OH!" I gasped at the sensitive spot throbbing "You skank!"

I flicked my sharp claw over her clitoris.

"AH!" she gasped and flicked her fuzzy tongue over my nipples.

"No…no fair!" I moaned.

I felt a surge as her claw went up my hole.

"See how you like it?" Millianna laughed as she rubbed her claw along my walls.

I kept moving my claw around inside her. Somehow our fight had devolved into a sex battle.

"You can't handle me." Millianna gloated.

"I'm the Alpha!" I moaned as I fingered her.

Our hands were rubbing all over each other and our tongues were licking the blood off each other's bodies.

"You…I'm better." Millianna moaned.

"No…I am…you…suck it…"

"AHHH!" we both gasped out at the same time and our juices poured out everywhere.

Both of us completely exhausted laid in the grass trying to stay awake.

"I guess it's a draw for now." Millianna said.

"I'll…show you next time…Catfish…" I panted.

"Yeah right…you Alley Cat…."

We both laughed and looked at each other…we smiled.

"Friends?" I asked.

"Something like that." She said "I'm still gonna claw you to pieces on day."

"Not if I rip your throat our first." I giggled back.

"I guess we're kinda like rivals or something…."

"Yeah something…" I said looking up at the sky.

_This body is wonderful…I wish there were other catgirls…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in a future chapter or side story.**

**Next Chapter Hint- The finally of the Knight Kagura AU**

**Till Next Time**

 


	62. Knight Kagura Part 3

_Italics indicate thinking_

_**This is part three of the Medieval AU** _

_**In celebration of 200 followers this chapter is SUPER EXTRA LONG!** _

* * *

**Kagura's POV**

It's been a few months since I was named High Commander. It took me some time to get used to my body again but I like it. Due to my new size I was also gifted a new suit of armor. Although it's more ceremonial than practical. The metal covers my thighs and stomach but stops about halfway up my breasts, so they almost spill out. It's not that big of a deal since most of my work is done in the castle or from a tactical point so I don't do too much fighting. A lot of my work now is approving quests and monitoring the army's progress.

On other housekeeping notes, Evergreen continues her experiments but she struggles to find willing volunteers. No one has died yet, thank God. I visit my mother every so often. I get a lot of stares from the presents when I walk through the village. I'm very popular down there due to it being where I come from and the fact that I'm High Commander. Although there is one person who shuns me every time I travel into town, Cana. I don't know why she won't talk to me it's been months but she always gives me the cold shoulder.

Today I'm at my desk checking the progress of some of the new squires and knights. It can be a little difficult to write with my large chest constantly getting in the way. One of my duties is to suggest to Queen Hisui who should be promoted from Squire to Knight. I am the sole person in charge of accepting the new squires though.

I was reading some reports when there was a knock at the door.

"Come in." I called.

The door opened and a small blonde haired girl and a dark haired girl entered. I recognized them as squires who worked with Yukino a few times.

"Commander?" the blonde spoke up.

"Take a seat." I said "What would you like to discuss?"

The two introduced themselves and Mavis and Zeira. They said they had a request of me.

"What is it?" I asked adjusting my armor.

"We would…" Zeira started before stopping.

"Yes?"

"We would like to volunteer for the Elf Experiment." Mavis said.

I looked at the two. I was in charge of screening candidates for Evergreen's experiment. Not that I ever got any volunteers. These two fit her bill but I needed to make sure they were committed.

"I don't know girls." I said "This is a dangerous task…I'm not sure if you two are ready."

"Please we'll do anything." Mavis begged.

"Why do you two want to become elves?" I asked.

"Is it true that they can use magic?" Zeira asked me.

"Yes." I said "But there is no grantee that the experiment will even work yet alone give you magical powers."

The two seemed to get a little down when I brought that up. But even still they were determined to go through with it.

"Well I suppose I can approve you." I shrugged "But…"

"But?" Mavis said.

"But I need to test you first." I said standing up.

"How?" Zeira said all shaky.

I pulled a loose string and let the lower part of my armor fall to the floor "Prove that you have some skills as a human."

The two caught on and got on their knees before me. They pulled my panties down and freed my massive cock. The two licked up it and I let out a groan.

"You two seem pretty skilled." I moaned "But I need more proof."

"Yes Ma'am." They both said increasing their licking and sucking.

I leaned back against the wall and let the two squires please me. After a while I could feel the rush coming.

"Here it comes." I hissed.

The two looked up at me and smiled with their tongues out as I covered their faces in cum. I got my armor back on and the two cleaned their faces off.

"You're approved." I said "Go to Evergreen and she'll start her tests."

* * *

**The Next Day**

Evergreen said that Zeira and Mavis were good candidates for her trial. She was all set to preform her experiment and she called me down to watch. I arrived in her lab to find her mixing and boiling potions while a naked Mavis and Zeira stood not too far off.

"Ah Kagura." Ever said "Just in time we're about to start."

Ever picked up a syringe and filled it with a light blue liquid.

"Who wants to go first?" she asked.

The two subjects looked at each other and Mavis stepped forward.

"Good Luck." I smiled.

"This might hurt a bit." Ever said as she stuck the needle in the small girl's arm.

"Eep." Mavis cringed at the needle.

"It should take a few moments to take effect." Ever said "Assuming it works."

So we waited. It took about five minutes when suddenly Mavis let out a groan.

"AHH!"

Mavis opened her eyes and we were stunned. She had no irises her eyes were pure white. Her already pale skin got even lighter. Her chest started to grow and so did her ass.

"Ohh!" Mavis moaned as her penis started to develop.

"It's…It's working." Ever smiled.

Mavis ears shifted and became pointy.

"Ah…ah…ah…" Mavis panted as she ceased changing.

"How do you feel?" Ever said.

"Incredible." Mavis said touching her body "I feel…great!"

Mavis touched her body. She had the body of a high class elf. She looked to be about as big as Erza or Levy.

_Her body is that of the Lord and General Class…strange._

Mavis suddenly hissed.

"What's wrong?" Ever quickly asked.

"My chest…feels warm…"

Mavis grabbed her now large breasts and squeezed them. We were all stunned when she touched them and milk sprayed out.

"Ohh!" she moaned "That's better."

"It made her lactate." Ever noted "Interesting. Well girl are you ready."

Zeira nodded "Let's do it."

Ever pricked her arm with the needle and after about five minutes just like Mavis, Zeira started changing. Her change was slightly different; when she opened her eyes they were not white but a dark black. Her tan skin faded and became grey. But like Mavis her breasts and penis developed to be like that of the Generals. Finally her ears morphed and became sharp. Also like Mavis after a few minutes her beasts started to leak milk.

"She became a Dark Elf." Ever said "Two different species…Fascinating."

Zeira looked down at her body "Bouncy…"

The two new elves looked at each other.

"Try and use some magic." Ever said "It should be natural."

Mavis focused and a ball of light appeared in her hand. Zeira did the same and a ball of black fire formed.

"I have some final tests to run." Ever said "But please go notify the Queen of this success."

"Very Well." I said "Good luck you two."

"Yes Ma'am."

* * *

**A Few Days Later.**

Word of Ever's experiment spread through the castle quickly. The number of volunteers skyrocketed but Queen Hisui ordered a stop. She said for now only the three elves were to exist. The rest would have to be born naturally. I kept up with my work but I decided to pay mother a visit as it had been a few weeks since my last time over.

As I walked through the lower village people bowed before me. I told them that it was not required. There were cheers and people were calling me their hero. I just smiled and waved as I made my way to my old home.

I got to the door but held back from knocking when I hear peculiar noises from inside. I headed around and peaked through the back window…and I was stunned by what I saw.

I know I said in the past that sex is a part of our society but that doesn't mean…

THAT YOUR BEST FRIEND CAN BONE YOUR MOM!

I saw my mother bent over the counter with Cana balls deep in her pussy.

"Oh Miss Lucy!" Cana moaned "I'm getting close."

"Cana sweetie harder!"

Cana grabbed Mom's hips and moaned as she reached her climax. I saw the two finish up and get clean. I went around front and banged on the door.

"Mother!" I called "Open this door!"

I heard whispering.

"Don't you dare run away Cana!" I snapped.

There was a loud commotion and I saw Cana trying to sneak out the back window.

"Get back here!" I yelled.

Cana took off and I chased after her.

"Kagura!" Mom yelled "Stop it!"

I may have had a lot of extra weight on my chest but that didn't mean that I wasn't in shape. I managed to catch up to Cana and pull her to the ground.

"What the hell!" I snapped.

"Don't give me that!" Cana yelled back.

"What are you doing fucking my mom!" I yelled.

"She was begging for it." Cana smirked.

I went to punch her but stopped.

"I thought…you were my friend." I said.

"Friends don't leave friends behind." Cana said "You're a big shot now. You don't have time for a peasant like me. Look at you, all busty and sexy…I'm just a flat chested no body."

"What?"

"I'm too old to be a knight or a squire and I can't get to the castle to come see you." Cana said "You Mom was the closest thing…I miss you Kagura."

"You're the one who was being distant." I said "I'm just so busy."

I got off Cana and helped her up "Friends?"

"Yeah all right." Cana smiled "I'm sorry.

Cana and I hugged. Her hands lingered a little on my backside.

"Hey Cana." I smiled "I have an idea about how we can spend time together again."

"How?" Cana tilted her head.

I held Cana's hands in mine "Marry me."

"What?!" Cana yelled out.

"If you become mine you can live with me in the castle. I can't think of a better bride then my best friend."

"You really mean that?" Cana asked.

"Yes…become my bride."

Marriage is a concept in which two Futanari commit each other. Each person can only have one wife but that usually doesn't mean you have only one sexual partner. A lot of marriages are for show or social position. For example if a merchant marries a lord the merchant moves up to the lord class…both socially and physically.

"So what'd say? Will you be my bride?"

"It would be my honor." Cana smiled.

I pulled Cana into a kiss. She was smothered by my large body.

"Why don't we go tell my mother." I said.

"Yeah" Cana smiled.

"By the way." I said as we started walking "We may still have other partners but my mother is off limits."

"Yes Dear." Cana giggled.

* * *

**A Few Weeks Later.**

Today's the day. Cana and I are getting married. It's just a small service with a few friends. Mom, Yukino, Erza, even the Queen is attending…well actually she was presiding.

"Do you High Commander Kagura Mikazuchi take Miss Cana Alberona as you wife?"

"Yes Milady." I nodded.

"Do you Miss Cana accept this marriage and willingly become a member of Commander Kagura's house?"

"Yes my Queen."

"Then as Queen I accept this union and place Cana under the house of Commander Kagura. Cana upon consecration of this marriage you shall become a Lord."

"Thank you." Cana bowed.

"Lady Mikazuchi." The Queen looked at me "You may take your bride."

I took Cana's hand and we walked out of the throne room.

"So where to now?" Cana smirked.

"Where do you think?" I laughed as my chest bounced.

I headed back to my quarters and threw open the door. Cana laid down on the bed and quickly discarded her dress, as did I.

My penis was at full mast "You are ready…my love."

Cana smiled at me "Show me your love."

I got on the bed next to Cana. I rubbed my fingers over her folds and got her all hot and bothered.

"Please Kagura." Cana said squirming "Make me whole."

I laid over Cana. I wanted to make sure she wasn't buried in my cleavage. I got ready and slowly slid into her.

"OHHH~" Cana moaned "It's so big!"

Cana was moaning as I slowly thrusted my hips and made her feel bliss. Cana was sucking on my large breasts as my large cock rubbed against her tight walls. Cana's little dick was smashed somewhere in between us.

"Kagura." Cana moaned "I'm gonna loose it. You're cocks so big it's gonna spit me in two!"

"Cana." I panted as I took my wife "Cum with me."

"Yes!" Cana moaned "I'm so…CLOSE!"

I felt Cana get even tighter and I was pushed over the edge.

"CANA!" I moaned as I released inside her and filled her with my cum. I pulled out and laid next to her, watching my cum slowly seep out of her.

Cana was now my wife…

"HA!" Cana gasped.

…and her body was changing to show it. Her breasts ballooned and her stick like body became curvy as her ass puffed up. She moaned loudly as her penis got long and her balls became heavy. Cana had a body the reminded me of Erza's.

"I feel…so good." Cana said looking at herself "High class bodies are wonderful."

Cana touched her new breasts and looked at her body in the mirror. She grabbed her now long dick before looking at me.

"So love." Cana smiled "Your my wife to ya know."

Cana sauntered over to the bed and began kissing me. I felt her new cock rub against my thigh.

"Take me." I whispered "Love me Cana."

"I have been waiting for you to ask." She said pushing her thick rod into me.

"Oh Cana." I moaned as she began fucking me.

Cana's dick felt great inside me and her large breasts were smashing into my slightly larger chest.

"Yes…yes…" I moaned "Cana…"

"Kagura…" she panted as her speed increased "Thank you…I love this body…I love you!"

"Cana!" I felt myself drawing closer to my breaking point.

"Kagura…I'm gonna."

"Cum inside me!"

"KAGURA!" Cana moaned as her cum started pumping into me.

"CANA!"

The rest of our wedding night was spent loving each other in various ways…

* * *

**Some Weeks Later.**

I was up late in my office one night. Lots of paperwork and the like.

"Put it away for the night." Cana said entering the room and closing a folder.

"I have to get these reports filed." I said.

Cana had really taken to being a Lord. She dressed in expensive clothing and made appearances in the village. But like me she made a point to tell people bowing was unnecessary.

"You've been up late these last few nights…the Queen is going to work you to the bone."

"That's part of the job." I shrugged.

"Well I'm retiring for the evening." Cana said kissing me "Will you be coming back to our chambers?"

"I'll try but I might be spending the night here." I told her.

Cana left and I kept reading the field reports. I had finished filing them and headed back towards my room.

"Commander Kagura." Queen Hisui called out to me as I walked down the hall.

"Milady." I bowed.

"Rise." She said "I have a request."

"Anything your majesty."

"Follow me." She said.

I followed the Queen. I watched as her large rump wobbled as we walked. The Queen was so gorgeous…

We ended up in at the Queen's private chamber.

"What do you require of me your Majesty?" I asked as we entered her room.

"Commander Kagura." She turned to me "I wish to lie with you."

"Pardon?"

Queen Hisui pulled a string and her garments fell to the floor. I saw her in all her glory…It was like they say…she was a goddess. Her breasts even bigger than mine, her ass even bouncier, her cock looked like a tree trunk and her testicles like cannon balls…okay I'm exaggerating but it was even bigger than me.

"I wish to have sex with you." She said "Do you wish to deny your Queen."

"No Ma'am." I said "If that is what you'd like."

"Very much." She said taking a seat on her bed "Strip…"

I followed her command and got naked. Compared to her majesty I was like a peasant…she was so beautiful.

"Come." She said waving me to the bed.

I crawled up and the Queen caressed my body. I hesitantly touched hers. Her breasts were so soft…and so large.

"Milady how big are these?" I asked.

"The seamstresses have classified them as H-cup…even larger than yours."

As we kissed I noticed her lips were so soft…her body was perfect. I reached down and caressed her testicles. They were massive; they didn't even fit in my hand.

"Turn over." The Queen said and I followed.

I spread my legs and she brought her huge cock towards my entrance.

"How long is that?" I asked.

"Approximately 18 inches." She said pushing a small amount of herself in.

"There's no way." I groaned and more of her thick rod was forced into me "I can't take that much."

"You'll manage." She said forcing even more of her thick meat in.

My walls were being stretched to the limit as her cock plunged deeper into my warmth.

"Your Majesty." I moaned "It's so good."

"Very few ever get to experience this." She said "A royal fucking."

"Do it!' I begged "Fuck me!"

The Queen gently began to move her tight hips. I felt like I was in heaven. Her body bounced and quivered as she went into me. I was moaning so much I was forgetting to breath.

"Queen Hisui…" I moaned "You're incredible."

"Yes Kagura." She said thrusting and making her breasts jump around "You are quite good as well."

"Thank you." I hissed as a wave a pleasure coursed through me.

"I can already feel myself getting ready to release." Queen Hisui said "You're just so tight."

"Please." I begged "fill me with you heavenly cum."

"Here it…" I felt her strike my walls again and I broke.

"YOUR MAJESTY!"

My walls tightened and Queen Hisui let out a huge moan.

"KAGURA!"

I felt massive quantities of cum start to empty into me I could see it blasting out of my hole. Once she was done the queen laid next to me.

"Your Majesty." I moaned.

She rubbed her hand over my hair "You were excellent Kagura."

"Why?" I asked "I'm not worthy of having experienced this."

"No you are." She said pushing my head into her huge bosom "There is something I must tell you."

She sounded concerned.

"Yes your Majesty."

"Kagura are you aware that I cannot have children."

I was stunned "No I didn't."

"I have a condition that prevents me from fathering or mothering a child." She said "I cannot produce an heir."

"I'm sorry Milady."

"Listen closely Kagura." She said "Someday…this kingdom will be yours."

"What?" I gasped.

"You shall be my heir…if something should happen to me….you are to become queen."

"No." I said "I can't accept."

"You will." She kissed me.

"I'm not…"

"You are worthy." She said.

A silent tear trickled down my cheek but Queen Hisui kissed it away.

"Do you accept this request?"

"Gladly" I said "Should something happen to you I will lead this kingdom."

* * *

**A Year Later.**

Disaster has struck our fine kingdom. As if by an act of the demon Queen Hisui has suddenly fallen ill and no cure can be found. Every day she seems to get worse and worse…the doctors say she doesn't have much time left.

She summoned Levy, Erza, s few high ranking officials and myself to her chambers. She looked so sickly, that woman I had spent the night with long ago…it hurt to see her like this.

"I…" The queen broke into a coughing fit.

"Your Majesty don't strain yourself." Levy said.

"Thank you all…for standing by me during my reign." She said.

"Your majesty." Some advisor asked "What are we to do…you…have no heir…"

She looked at me "Kagura…shall be your new queen."

"Your majesty." I was fighting back tears.

"Kagura you will make a fine Queen." Hisui said.

The aids and doctors told us to leave and let the queen rest…that night she passed away…

* * *

**A Few Days Later.**

The kingdom has been struggling since Queen Hisui died. I've been struggling to prepare…I'm supposed to be crowned Queen in a few short hours.

"Are you ready my love?" Cana asked "The Ceremony is about to begin."

"Ready as I'll ever be." I said.

"Don't be nervous." My wife said giving me a kiss on the cheek "You'll be great."

I headed out. There was a big procession in to the throne room. There was a large crowd and I was nervous. Cana walked up with me. We sat down and some people made speeches and before long it was time for my crowning.

Dramatic music played as aids came up and bowed before me. I bent my head and Erza placed the crown upon me.

"All hail Queen Kagura."

As soon as the crown touched me I felt that rush I hadn't felt in so long. My already large breasts ballooned to an even larger size. My waist shrank further and my ass grew even more plump. I groaned as my penis grew even longer and thicker, and I hissed as I felt my balls grow and rub against my thick thighs.

I felt so…so…sexy in my new body. My gown was now riding up on me and I saw how the crowd stared. I made a speech and they cheered for their new queen.

"Before we depart there is one final thing I must do." I said addressing the crowd "Now that I am Queen the position of High Commander has been vacated. At this time I ask General Erza to step forward."

Erza walked up and bowed at my feet.

"For years of service I Queen Kagura promote Lady Erza to High Commander of the army."

I tapped Erza with the Ceremonial blade. She groaned as her body grew and changed to show her new place. Now she was the one bursting out of her dress.

"And to replace her as General…Knight Yukino please come forward."

Just like Erza I tapped Yukino and promoted her to General. Yukino hissed and moaned as her breasts grew and her dick lengthened.

"I look forward to leading this kingdom to many fine years!" I announced.

The crowd cheered for me and I told them to disperse. Erza, Yukino and I were taken to be measured for new clothing. That was the first time I got a good look at my now royal body. I was incredible.

"Just how large am I?" I asked an aid.

"You have I-Cups Your Majesty." She said "A size never heard of before now. Your penis is also 19 inches long."

_I'm even bigger than Hisui was…dear lord…_

I watched them Measure Erza and Yukino. Erza had measurement like I did when I was commander, G-cup breasts and a long 14 inch dick. Yukino matched up to how Erza used to be, F-cup breasts and a 10 inch dick.

"Queen Kagura." Erza said "Is there anything you need."

I looked down and the bowing Erza. She was still naked and her massive breasts were pressed against her knees.

_She looks…delectable…_

I took a piece of paper and wrote something down.

"Summon these people to my chambers." I said issuing and order.

"It shall be done." She bowed walking off.

"Oh Erza?" I asked "How's the new body?"

Erza smiled and shook her chest "I enjoy it already."

"Good." I said throwing on a robe and going back to the throne room.

Cana was sitting on her throne looking out at the kingdom.

"Cana my dear." I called out "Please come with me."

Cana took my hand and we walked down the halls of the castle. I felt so strange in my new body. My breasts quivered with every movement and my balls were so big I was going to have to get used to walking with them this size.

When we reached our Room I opened the door and the people I had Erza summon were already there.

High Commander Erza. Generals Levy and Yukino. The Elves Mavis, Zeira, and Evergreen. And now my wife Cana was there.

"All of you." I said sliding my robe off "Please me…"

They all looked at my body stunned.

"Your Queen as commanded you." I smirked.

Cana was the first to step up and strip. Once she got on her knees and touched my cock to get it hard the others followed and started taking clothes off.

"AH!" I gasped and moaned as the girls came up and groped my body.

Mavis and Zeira were sucking on my large breasts. Cana and Yukino were licking and sucking my long cock while Erza fondled my balls. Ever was kissing and squeezing my ass while I probed my tongue into Levy's mouth.

Soon we were on the bed a pile of bodies surrounding me. Breasts bounced and cocks grew hard as we rubbed up against each other and grabbed at the various bodies. Cana was the first person I grabbed and inserted my huge cock into. It was a tight fit but I managed to get a good amount in.

"OH Kagura!" Cana screamed as I started pounding her.

As I fucked her I pulled Mavis over a took one of her breasts into my mouth and started drinking her milk. It was nice and tasty.

"Such soft lips." Mavis moaned.

As I sucked on her tits I saw Zeira come up and insert herself into Mavis. Erza was now inside my wife's ass and Mavis was sucking on Levy's dick.

"Shit Cana." I moaned "My cock's so big your tight pussy is gonna rip!"

"Harder!" she screamed "Both of you fuck me harder!"

Next to me Yukino and Ever were fucking and moaning.

"Oh Mavis!" Levy suddenly moaned and started cumming in Mavis mouth.

Mavis pulled her breast out of my mouth and started kissing me. We swapped spit and Levy's cum while Zeira kept ravaging her friend's pussy. As we kissed I felt Cana get tight and heard her moan. I was pushed over the edge and moaned into my kiss with Mavis as my cum started filling Cana. I saw Erza pull out as her cum filled up and covered Cana's ass.

After I finished cumming I pulled Yukino onto my cock. As jammed myself into her feeling my cock get surrounded by the cum that was already inside her. As I fucked her she began sucking Zeira's dick, which was coated in Mavis juices. Ever came over and put her dick between my boobs. Her dick was swallowed by my deep cleavage and she moaned at the softness. Erza kept plowing Kagura and Mavis jacked herself off to the two while Levy took her ass.

The room was filled with moans and the sounds of skin on skin loving. Soon Yukino let out a huge bellow and her tight pussy got even more restrictive.

"Shit!" I screamed out as my huge balls contracted and pumped cum into the new general.

The room calmed for a brief moment before Erza spoke up.

"I think our new Queen needs to be pleased as well." She said.

The seven women moved forward and presented their spectacular penises to me. I took Evergreen into my mouth while Levy and Erza pushed their cocks into my pussy. Not only that but Cana and Yukino were stretching my ass with their cocks while Mavis and Zeira rubbed their dicks under the pillows I called breasts. My body was racked with pleasure and the ladies stuffed their cocks into my holes and made me moan.

"MMMM!" I groaned as an orgasm racked my body but none of the ladies stopped they kept fucking me.

As if by sheer luck after a few more minutes of fucking all seven girls moaned at the same time. I felt cum start to fill my mouth, my ass, and my pussy. Mavis and Zeira also coated my breast in the warm spunk. I laid on the bed, covered in cum and full off bliss. Once I recovered we all went back to fucking. It was a long night but it was a good way to start my reign.

* * *

**The Next Day**

After last night I sat on my throne for my first full day as queen. Cana sat on a chair next to me and smiled. I looked out the window at the kingdom I now ruled. I had gone from a no name peasant to the Queen of the Futanari Kingdom. I planned to turn this kingdom into a glorious empire.

"It's good to be Queen." I said looking out and smiling.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**This is the end of the Knight Kagura AU…for now at least maybe one day we'll explore the Reign of Queen Kagura.**

* * *

**Next Chapter Hint- Erza brings by a friend for Lucy.**

**I have some stuff to do this weekend so I'm not sure when the next chapter will go up.**

**Till Next Time!**

 


	63. Tattoo- Jellal & FemJellal

_Italics indicate thinking_

* * *

**Lucy's POV**

I was sitting on the couch in my bath robe. I had left Yukino, Stacy and Rachel asleep in bed.

"You're sure you don't want me to take them out and stuff?" Natasha said lying down near me.

"No not yet." I said sipping my coffee tomorrow "I have things planned for tonight."

"Alright." She shrugged making her chest bounce.

I laid back into the couch and sighed sipping my coffee. The day slowly dragged on. Yukino took the other two back to her room while I relaxed. The day was slow and easy. The kids were quiet and no one really bothered me.

"Are you sure he's coming?" I asked Erza.

"He said he was." She shrugged "Are you sure he'd even agree."

"Oh he will. We offer him a foolproof disguise." I said squeezing Erza's bouncy bits "Chance to stick around by you. Of course he will. Are you nervous about seeing him?"

"No…AH" Erza panted "I'm not nervous."

I gave Erza's breasts another squeeze and she moaned.

"Erza~" I cooed "I'm really sore, ca you take care of me?"

"Sure." Erza said pulling at the bands of my robe.

It was such a lazy day I hadn't even bothered to but on clothes. I spread my legs as my body was exposed to the cool air of the house. Erza put her head between my thighs and started licking and sucking on my cock.

"Oh yeah Erza." I moaned "Great like always."

Erza slurped and kept sucking.

"Imagine how awkward it would be if Ultear and the others walked through that door tight now. Jellal would be so ashamed if he saw the great Erza sucking a cock."

"Mmmmm." Erza groaned turned on by the thought.

"Yes but someone sees you. In the Living Room of all places, so naughty."

Flare sauntered over and started kissing me while Erza kept blowing me. Flare reached forward and groped my chest and Erza squeezed my balls as she suck. I broke my kiss with Flare and slowly traced kisses down her neck and chest.

I surprised her when I took her nipple into my mouth and nibbled on it. I had forgot she was still breastfeeding so I was slightly surprised when milk squirted into my mouth. It was warm and tasted pretty sweet. I started going to town on Flare's massive chest.

"Don't take it all." She moaned "Rex still needs dinner."

I popped her nipple out of my mouth "It's not fair he gets it all to himself."

I was cut short when I let out a groan as Erza's vacuum like nearly swallowed my dick.

"Fuck yeah Erza." I hissed knowing what was coming.

Erza made a gurgling noise and I lost it.

"OOOHHHH!" I moaned out filling Erza's nice mouth with my spunk.

After Erza got cleaned up there was a knock I quickly tied my robe back up and Flare fixed her shirt. Erza booked it to the bathroom to try and clean up all the cum on her face. I straightened out my robe and pulled it so I was showing a nice amount of cleavage. I quickly fixed my hair with my fingers and opened the door. Meredy and Ultear were standing there…but no Jellal.

"Where the hell is he?" I hissed.

"Getting our bags." Ultear said gesturing to the blue haired man struggling to move all their things.

"Natsu!" I roared "Go help Jellal!"

"Got it."

"Hey!" I grabbed her by the hair "Wrong body dummy."

"Oh right whoops." She trotted off to go change quickly "And Lucy you were right…Sting is pretty good in bed."

I shuddered at the thought.

* * *

**That Evening.**

The rest of the day was just as boring as the afternoon. We ate dinner and laid around. I don't think Jellal was too keen on having come here to do nothing but a few minutes of talking with Erza seemed to correct that.

Ultear spent most of her time talking with her mother and Merry was fascinated by the babies so she spent a lot of time playing with them. Despite nothing getting done I had a good day. I never bothered to get changed, instead spending the day in my robe. It felt nice to air everything out. Soon the moon was out and it was time to get to bed.

"Well time to hit the hay." I said stretching and making the robe nearly expose my breasts.

"Lucy?" Ultear said "Don't you and Erza have a surprise for Jellal?"

"I had almost forgot." I smiled "Come on Erza."

Erza got up and followed me to my room, Jellal not to far behind. We entered the room and locked the door. As soon as I heard the lock catch I dropped my robe and Erza re-quipped into nothing.

"What are you doing?" Jellal turned and hid his face.

"Turn around." Erza said "Take a good look."

"This is our surprise." I smirked "A chance of a lifetime."

He could act embarrassed all he wanted but I saw him stealing looks at us from the corner of his eye.

"We have a way for you to lose the council." I said "The perfect disguise."

That seemed to peak his interest. Sill naked I threw him a handful of photos.

"The top one…that's Natsu, and then Wendy, Carla, Gajeel, Gray, Happy, Sting and Rogue."

"These are pictures of grown woman." Jellal said.

"I know…they're great at blending in don't you think?"

"Is this true?"

"Told you it's foolproof." I smirked "Let us do that to you and you can evade the council forever."

"You should try it Jellal." Erza said "It can't hurt."

"Yeah stupid." Ultear said unlocking the door "Give it a try."

"Come on." Meredy whined as she squirmed "I'm dying over here."

Now any man would crumble when face to face with four beautiful and naked woman. And when those woman and Lucy Heartfilia, Erza Scarlet, Ultear Milkovich and Meredy…not even a superhuman stands a chance.

Erza swung her hips around as she walked forward and started kissing the blue haired man. When she was able to pull him onto the bed the game was over, girls win. While Erza had her way with the man I got ready to wait my turn. Ultear and Meredy were fooling around with each other while we waited for Erza to get what she wanted form Jellal.

Soon Jellal was undressed as Erza forcibly kissed him. It was a pleasure to watch the two old friends take out their frustrations. I watch as he groped and she moaned. Meredy came over and sat next to me while Ultear rubbed our dicks. Before now I had never realized that Jellal was so muscular, he was pretty hot.

I let out a subtle moan while Ultear jacked me and Merry off. I watched Erza start getting rocked back and forth as Jellal crashed into her.

"OH!" Erza screamed out "More!"

I felt my dick get wet as Ultear took me into her mouth. I hissed and groaned as she sucked and switched between me and Merry.

"Ultear." I begged "Slow down your gonna make me cum to soon."

"Yeah Ul." Merry panted your too good."

"Maybe you two are the intolerant ones?" Ultear smirked as she sucked.

"Erza…I'm…UGH!"

"AHHHH!" I heard Erza let out a massive moan and saw a little cum start to dribble out her pussy.

"Ultear." I hissed "Let me up I'm gonna blow."

The older woman slid over and let me pass. I practically ran to the bed, I was expecting to cum any second. I thought I had enough time but the quick movements made me cum on the floor instead of Jellal.

"Son of a bitch." I grumbled "Guess it's time for plan B."

I pushed Jellal over.

"You really weren't supposed to be treated this well but you got lucky."

I lifted myself up and let Jellal enter me. His dick was nice and hard and stretched me out just right. I started grinding my hips against Jellal's as Meredy came over and pushed herself into Erza. Meredy was slamming into Erza quickly and I was pretty zoned out as I grinded into Jellal.

"Oh yeah." I bit my lip as a wave of pleasure coursed through me.

Somehow enough time had passed that I was almost about to break. His dick was bigger then I had anticipated and it was pushing deep.

"Here it comes!" I moaned.

"OHHH!"

I felt my walls squeeze tight and my balls clench. My cum started spewing forth and covering Jellal's abs. I slid off him and let the cum that had just filled me drain out. Meredy stopped pumping into Erza and Ultear stopped fingering herself while they watched Jellal become a girl. When it finished she was pretty sexy.

Jellal, now Jennifer, had big knockers like Natasha, long blue hair that went od past her plump ass and she retained her face tattoo. Her body looked mature like Ultear's.

"So that's that." I shrugged "Pretty good result."

"Yep." Ultear said kissing at my neck "No one will recognize him now."

"Not exactly how I imagined it." Jen said looking at herself.

"Meredy." I called "Let's show her the finer points of being a woman."

"I've been waiting." Meredy smiled stroking her cock.

"Wait a sec." Jennifer flailed her arms around making her large breasts wobble "Let's slow down."

Meredy practically tackled the new girl and started burying her face into her deep cleavage. I got under her and slide my fat dick into Jen. She groaned and screamed as I did a quick tear of her hymen and started thrusting into her.

Meredy slid down and put her dick into Jennifer as well. The two of us were now both inside the new tight pussy.

"Oh God!" Jen moaned "This is insane!"

"So tight!" Meredy moaned "It's been so long since we shared a pussy Lucy!"

"Yeah." I moaned as well "I think your dicks bigger now to!"

Meredy were rubbing against each other as we plowed into Jen. Ultear and Erza crawled over and started kissing and fondling Jellal. God she was so tight and adding in Meredy's dick was only making me harder.

Meredy and I alternated thrusts. Jen was moaning louder and louder as Erza and Ultear pinched his nipples and Meredy and I fucked him.

"Lucy I'm almost there." Meredy warned.

"Me to." I said "Let's pump this pussy full of cum."

Meredy moaned and I felt my dick start to get coated in her semen as I kept pounding Jellal. The warmth sent me over.

"AHHH!" I spewed into Jennifer and mine and Meredy's cum mixed and made a warm coating for Jennifer's walls.

I pulled out but Meredy went right into Jen's ass.

"Phew." I laid back "Guess I should call Natsu to tell him he's got one more for tomorrow."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Sorry if this chapter was lacking. I ship my OC with Erza so i really don't like Jellal that much so i just tried to power through it.**

**Next Chapter Hint- Lucy remembers that Virgo is more than just a maid.**

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**Just so I can get this out of the way, The people who are asking for Ikaruga, that will likely never happen because we are way too far passed the Tower and I'd have trouble writing her in, and I don't really think there's much to work with.**

**Till Next Time.**

 


	64. Maid to Order- Bimbo Virgo

_Italics indicate thinking_

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**Lucy's POV**

Today was another slow day. I was hanging around the house playing with the babies and doing nothing of significance.

"Don't put that in your mouth." I said taking the toy away from Rex.

That set him off cause then he started crying. I picked him up and started rocking him trying to get him to calm down. Well then his crying made Aqua start cry. It's really awkward to try and hold two squirming babies at once. Aquarius was spending a few days in the spirit world and Bisca had taken Flare out for the day. As a result I was left to watch the kids alone…no one had come to see me today except for Cana but she's pregnant so I can't bother her.

***Ding-Dong!***

Virgo appeared in her usual puff of smoke.

"Do you require assistance Princess?" Virgo asked.

"Thank you Virgo."

I handed her Aqua and Virgo lifted her up and down.

"The Young Mistress needs to be changed. I shall take care of it."

Virgo went off and I followed her with Rex. When I got to the kids room she had somehow already changed Aqua.

"Wow that was fast." I said.

"No problem." She said in her usual deadpan voice.

Virgo took Rex and put him down for a nap.

"Do you need anything else Princess?" Virgo asked.

"Nope." I smiled "Thanks a bunch."

"My pleasure." She bowed.

She stared at me.

"Virgo you can go."

"Is something wrong Princess?" she asked sitting next to me.

"No why."

"You look stressed or confused."

"No I'm fine, what about you."

"Me?"

"We'll I don't think I've ever seen you use an emotion besides scary calm or slightly perturbed. I guess I've seen you aroused to." I said looking her in her dull eyes.

"That's because you have made me incapable of emotion." She said.

"What?" I gasped "No I didn't."

"When we first met I asked you if you liked this body for me. You said yes…this body is made for service not emotion. I have many ways of making myself look or act and this is the one you wanted."

"I didn't know that! You have other bodies."

"Yes…you've seen one remember, the body the Duke wanted for me."

"Oh right that gorilla thing…so what else can you look like."

"You only need to imagine it…hair, body, even personality just think it and I can be it. My body is met to please me master after all."

"It can't be that simple." I laughed.

"Then try." Virgo looked me in the eye "Start simple, try making my hair longer."

_I'll humor…Virgo with longer hair…that would be cute._

I opened my eyes and gasped. Virgo's short bob was now flowing locks draped all the way down like Rapunzel.

"No way." I said touching the pink hair.

"See." Virgo gave a faint smile "If you want me to show emotion just command it."

"Okay." I said "Be happy or something. I'd like to see you with a cheerful personality."

Virgo's eyes seemed to brighten up a bit and for the first time I saw her smile…it was kinda weird.

"Hello Princess!"

Virgo gave me a hug. This new Virgo was kinda…strange…a little too happy.

"You're the best you know that?" Virgo said.

"Let's crank the happiness dial down." I said.

Her eyes got half lidded.

"Whatever…" She flipped her hair "I should dye my hair black…like my soul."

"Okay to dark…just go back to normal Virgo."

Virgo's personality and hair went back to the old Virgo.

"It's not all it's cracked up to be is it Princess?" she asked.

"It was weird."

"Yes gothic and cheerful don't suit me do they?"

"Not when you've been acting like this for years." I smiled.

"That is why I took this body when I first met you…your inner thoughts wanted a quiet maid like you had in your mansion growing up."

"That was when I first moved into my apartment and had to start living for myself…I guess I did want a maid…you know you're not my servant right." I gave her a brief kiss "You're so much more."

"Yes…you've made that more than clear." The spirit nodded.

_No one else is around…maybe Virgo and I can have some fun._

"Hey Virgo?" I grabbed her hand and started to head to the bedroom "I have a fantasy you can fulfill."

"Anything." Virgo said "What is it you need."

"You just stand here." I said placing her at the foot of the bed.

I hopped onto the cushy matrass.

"I'm gonna make a dream girl." I giggled "Is that okay with you…it'll be like playing dress up."

Virgo bowed "You do whatever you like."

"First." I said twirling my hair around "Let's bring back that long hair."

Virgo's hair grew out till it was touching the floor.

"Perfect." I giggled. "Now…Hmm…let's pump that ass up."

"Oh!" Virgo gasped as the skirt on her uniform rose up and her butt grew huge.

"That was unexpected." Virgo said looking at her butt which was reminiscent of Juvia's.

"Oh we've got a lot more to do." I smiled "Let's make those boobs of yours nice a big."

"AHH!" Virgo groaned and her uniform grew tight and her breasts became bigger than Gabby's.

"So heavy." Virgo whined.

I arranged the rest of Virgo's body till she looked like a human size doll.

"And last but not least." I smirked "Let's change that personality."

I thought about it but I didn't tell Virgo what it was.

"No…no please." Virgo begged.

"Just for tonight." I smirked "It'll be fun."

Virgo grabbed her head as her personality changed.

"HAA! OHHH!"

"So how do you feel?" I asked.

"I fell…like totally great." Virgo giggled "My outfits kinda…like tight and stuff you know. My tits and ass…are like exploding and stuff. And I'm super horny."

"Oh really." I said taking my pants off.

"I'm dying for…a…like what's the word…really big…"

"Huge."

"Yeah huge that's it." Virgo said running her fingers through her hair "I like want a huge cock."

I rubbed my cock "One like this."

"Like OMG! It's…like Huge!"

_She's a total ditz….so hot._

"Come here you sexy little thing." I waved her over.

"Lucy you can totally plow my little pussy okay." She said struggling to untie her uniform "Gosh why do they make these strings so like…annoying and stuff."

I got up and helped her take off her apron and outfit.

"Like thanks a bunch." Virgo giggled.

Virgo's new bimbo body was really sexy…and really sensitive.

"Oh wow!" she moaned when I touched her breasts "Squeeze my titties!"

"Nice and big." I whispered "Just how I like'em."

"Lucy…like shove your fat cock in me!" Virgo begged.

"First give me a BJ you slut." I taunted.

"Kay!" Virgo cheered "I'll but you're…umm…like…word…massive! I'll put your massive cock in my like…bitch mouth."

Virgo ran her tongue over my cock. She took it into her mouth and started sucking. She kept giggling and making her breasts bounce.

"Put those fat jugs around it." I instructed.

Virgo giggled again and brought her soft breasts around my cock. She kept sucking and soon I was gonna blow. Virgo's new jugs were just too good.

"OH Virgo…here it…HAA!"

I sprayed my cum on her face, tits, and hair. Virgo quickly ate up all the cum on herself.

"Like…your cum is super tasty."

"Come here." I said laying Virgo down on her side and lifting her leg.

I teased her entrance making her squirm.

"No…no fair…" Virgo pouted "Just but that cock in my wet pussy."

I slid into Virgo. For once she was loose instead of tight, but she was really moist and juicy. I started plowing into Virgo and she began moaning. Even though we were lying down her tits were still wobbling and shaking.

"Fuck my pussy." Virgo panted "Fill me with your sticky cum!"

"Not so fast." I said.

I grabbed a handful of Virgo's hair and started moving even faster. She kept moaning and begging me to fuck her.

"Like…I'm gonna….OH YES!"

I felt Virgo get a little tighter and push me over the edge.

"Here it comes!"

I felt my balls clench and I released inside Virgo.

"So fucking warm." Virgo moaned.

We laid there in the afterglow just looking at each other.

"That was like…totally awesome…" Virgo giggled "It must be nice to have a big cock like that."

"Yeah it's pretty good." I smiled.

_I wonder if…_

"Mmmmm." Virgo bit her lip and grabbed her crotch "That…oh…I'm…AHHH!"

Virgo's hands rose up as a cock about the size of mine formed under them.

"Like…I've got one to now…cool." Virgo said touching her cock "It feels nice…"

"Stroke it." I said "I wanna watch you stroke your big dick."

Virgo wrapped her hand around her new body part and started stroking. Before long she was moaning.

"This is so good." She moaned "I've like…never felt this…great before. I've got my own fat cock now!"

I soon joined Virgo in masturbating. We were looking at each other as we jacked off. It turned me on so much to her Virgo talk like a valley girl.

"Lucy…I'm gonna cum." Virgo warned.

"Me to." I said tickling my balls "Let me watch you cum slut."

"Here…OHHH MY GOD!"

Virgo blew a huge load that covered her stomach and even shot so far as to land on her breasts. I came to but not as much.

Virgo licked her cum off her chest "I taste…pretty good."

I spread my legs. I didn't say anything and Virgo started to push her cock into me.

"OMG Lucy you're like totes tight."

"So big." I groaned "Now fuck me."

Virgo grabbed my waist and started thrusting. Every thrust made my breasts bounce around and hit me in the face. Virgo was bouncing around as well.

"This is like…fricken like incredible ya know?" Virgo said "You're pussy is squeezing my big cock."

"Shit Virgo." I moaned "You feel so good inside me."

"I've never felt this good." Virgo moaned thrusting harder "This is fricken so hot. I'm a girl…but I like totally have a cock."

"Virgo harder." I begged "fuck me harder."

"I'm gonna cum." Virgo warned as she plowed into me "I'm like gonna cum in your pussy."

"Do it." I begged "Cum in me!"

Virgo dug her hands into my hips. I felt an orgasm rack my body as Virgo's cum started to fill me.

"LUCY!"

Virgo pulled out, her cum still dripping out of my pussy. Virgo laid down next to me.

"Lucy…like do you think maybe I can keep this cock?"

"Yeah I think you can." I smiled "But as much fun as ditzy Virgo is I still like the classic Virgo."

"Sure." She giggled "I'll like totally change back…like tomorrow I swear I'll totes be the old Virgo."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint-Two sets of Sisters!**

* * *

**Did you guys read chapter 418. I have no idea how I'm gonna bring that into this story when the time comes (I'm still working on how to bring it into my other Fairy Tail story to. Since I ship my OC with Erza I have no idea where the two of them went yet I just hope she didn't hang out with Jellal for a year.) I can't wait to see some of the new looks though (I sure hope Erza still looks good)**

**I hope this time Lucy's spirits get a bit of a makeover. Last time Scorpio got a coat and that was about it. I'd like to see Virgo with long hair or something cute like that. I do hope we get to see some of the others in the next chapter.**

**I like Lucy with her long hair though, she look nice. I'm still on the fence about Natsu's shaggy dog look. 418 was the first chapter since the one with Aquarius that really made me tear up a bit, I felt really sad for Lucy not having anyone around…poor thing.**

**People have been complaining about how it looked like Lucy didn't train but I disagree. She trained her mind and her heart. She's been a alone for a year, sure she's depressed but she gets up and tries to make the best out of every day. She was able to analyze that guild like Mavis would have (Maybe Lucy is heading down the path of the tactician?)**

**I know I'm rambling but I'd love to hear your guy's thoughts on the time-skip and the latest chapter.**

**Till Next Time!**

 


	65. Silver Haired Sisters

_Italics indicate thinking_

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**Lucy's POV**

The days had been dragging on lately. The other day when I woke up Virgo was still all bimbofied and was suddenly not too keen on changing back. I was cool with letting her stay like that till she dropped about six or seven plates and burned breakfast. As a result I forced her back to normal…I let her keep her new appendage though.

Right now I'm sitting on the couch reading a book while Aqua takes a nap on my stomach and uses my breasts like pillows. I saw Cana was also lying down trying to take a nap. She's starting to get nervous cause Gildarts will be back in town within the week.

_I don't blame her I'm not looking forward to it either._

I shuffled Aqua around and carried her around while I grabbed a blanket for Cana. She looked so peaceful sleeping like that. At about five months pregnant Cana was getting bigger and I didn't think she was really happy about it.

"So." I looked down at the baby in my arms "It's time for you bath."

Aqua giggled a little and I smiled back. I went to the bathroom and filled up the smaller tub we used for the babies.

"Alright then." I said lowing her in "Try not to splash around."

Of course as soon as she hit the water Aqua's legs became a mermaid tail and she started flailing around and throwing water everywhere.

"Sweetie you have to sit still." I said trying to hold the squirming baby as she drenched my shirt.

_Aquarius always washes her…when is she getting back from the Spirit World._

At this point my shit was soaked and Aqua was barley clean.

"Why don't we try this."

I filled the big tub up and dropped Aqua in there. She seemed a lot more calm and relaxed when she had more room to swim. I kept an eye on her to make sure she didn't drown or anything. Once she tired herself out I realized that I was soaked.

"See you silly girl you got mommy all wet." I said drying her off.

I had discarded my shirt and thrown it in the hamper. Clad in just my bra and jeans I took Aqua to her room to change her into her PJs.

"You and your brother are starting to get big." I said pulling a shirt over her head.

They were only a couple of months old but Aqua and Rex were already growing big and strong.

"Nighty night." I said giving Aqua a kiss and placing her in her crib "I love you."

Seeing as she still couldn't talk the half spirit just gurgled and giggled and me. I sat in the room while I waited for Aqua to fall asleep. I was standing there looking at my daughter.

"Ah!" I gasped when my bra suddenly fell off.

"Lucy~"

I turned and saw Sorano standing there smiling.

"Can you not." I sighed.

Now my bra was in Aqua's crib and she was not letting go. So now I had to fight with my daughter for possession of my own underwear…that is something I never thought I'd say.

"Come on I have a surprise." Angel said bouncing "Your room now."

"Hang on I gotta get my bra back." I said pulling at it.

There was a snap and I saw the cups had now separated.

"I liked this." I said holding the torn garment "Bad girl."

Aqua looked like she was pouting.

"Good night sweetie." I said kissing her.

Now I had no shirt on and I followed Angel back to my room. As wew got close I could here slapping noises and moans.

"I wonder what this could be." I deadpanned.

Angel opened the door and sure enough Yukino and Lisanna were bent over the bed while Mira spanked them.

"Say it…what are you?" Mira said rubbing their butts.

"I'm a bad girl!" Lisanna moaned "Punish me please."

"What about you?" Mira looked at Yukino.

"I look too much like Lisanna and will be punished as a result."

Mira gave them both another spank before looking at me.

"Oh Lucy you're here." Mira walked up to me "Let's have some fun."

"Alright." I said "Let go."

I laid back on the bed and Lisanna and Yukino crawled up to me. The two quickly disposed of my pants and underwear. The two began licking my cock and moaning. I looked up and saw Sorano and Mira behind them.

"It's rude to rush in before you older sisters." Angel said.

"Respect you elders." Mira hissed.

The two pulled back and slapped their sisters while the younger girls sucked my cock.

"Ohh yeah." I groaned.

Yukino and Lisanna yipped and moaned as their sisters hit them and reprimanded them.

"Mira!" Lisanna moaned "make it hurt!"

"You asked for it!" Mira yelled pulling out a whip and hitting Lisanna with a sickening crack.

"OH FUCK YEAH!" the short haired girl screamed.

I felt one tongue leave my cock and I saw Yukino had stopped licking.

"Don't worry." Angel whispered kissing her "I won't hurt you."

The two Aguria sister hugged and kissed as Lisanna sucked me off and Mira whipped her.

"You're butts already so red Lisanna." Mira said cracking her whip again "You need tougher skin."

"Lucy." Lisanna wrapped her plump breasts around my cock "You're so hard."

"Your tongue is doing it." I told her.

"Don't hole her all to yourself." Angel said pulling me into a kiss.

While we kissed I saw Mira stop whipping Lisanna and helping her suck my dick. Yukino, having had her kisses with her sister stolen by me, went to suck my breasts and play with my nipples.

Pleasure was coursing through my body as the four girls touching and sucking on various parts of my body. My head was cloudy and the amount of times I heard the girls moan I was pretty sure I had cum a few times already.

"Mmmmm." I heard Mira groan and the weight on my waist shift.

I saw and felt Mira start hopping up and down on my cock while Lisanna and Angel kissed my body and Yukino used her skilled tongue to tease Mira's clit while she got fucked.

"Ohh yeah." I groaned.

I was in such pleasure that I was just moaning and grabbing at the girls. I pulled Lisanna up and began easting her out while Angle went to help Yukino lick at my cock and Mira's pussy.

I kept pushing my tongue into Lisanna's pussy when I felt the weight on my lower body shift again. This time Sorano had pushed Mira off and was now impaling herself on my rod.

"Lucy!" she groaned as I stretched her walls.

"No fair." Mira whined.

Mira yanked her off and now the two of them were fighting over who got to have sex with me. The two of them got into a screaming match and while they were distracted Yukino jumped at the chance to be the one who got plowed.

"Yukino your so tight." I moaned.

"Lucy…so big…"

"We just did this the other night what did you expect." I raised an eyebrow before letting out a moan.

Mira and Sorano were screaming and slapping each other not too far off and Lisanna was entranced by them.

"Don't hit each other hit me…" she pouted.

"Lisanna." I said pulling her into a kiss "We have training to do tomorrow."

Her face lit up "Yeah…you'll use the whip right."

"If that's what you want sure."

Lisanna went off to watch the older girl fight leaving just me and Yuki on the bed.

"How did this…oh right there….go from a foursome to just me?" Yukino moaned.

"No clue." I shrugged grabbing her hips and thrusting to meet her movements. The two of us moaned with each other as we had sex.

"Lucy I'm almost there." Yukino moaned.

"Me to Yuki." I warned "Here it comes."

I dug into her hips as her walls tightened.

"LUCY!"

"YUKINO!"

I felt my cum flow into Yukino and fill her rough walls. Yukino sighed and laid down on top of me making our breasts smash together. We kiss for a bit and I made the other girls stop fighting. As we all laid in bed drifting off to sleep I looked at my nightstand to turn off the lamp and saw Yukino had left her keys sitting there.

"Yukino." I shook her.

"Yeah?" she mumbled half asleep.

"I have something I want you to do for me soon….

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Chapter Hint- Side Story next time. As punishment/training/ reward depending on how you look at it...Lucy orders her boys to spend the day as girls.**

* * *

**I've been thinking of maybe doing a Persona 4 Futanari one-shot staring Naoto. If you guys are interested in that please let me know. I've only ever seen P4 the animation but so it might not be perfect.**

**Till next time!**

 


	66. SS13- The Gender Bender Club

_Italics indicate thinking_

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**Natasha's POV**

I woke up with a stretch and a groan. I saw Happy was curled up at the foot of the bed sleeping.

"Happy get up." I told him "We have things to do today."

"Hmm?" I groaned "What?"

"Member? Lucy wants us to the newbies out for the day."

"Oh yeah!" he said hopping of the bed and becoming a catgirl "We've got lots of stuff to do."

"Remember." I said digging through the closet for an outfit "Lucy said we had to be girls all day."

"Right!" Happy said wagging her tail "We're supposed to pick up Gray and Gajeel to, then we go to Lucy's to meet the others."

"Correct." I said clasping my bra "Let's hurry up."

Happy and I got changed, pulling tight t-shirts over our sizable breasts, and then went to find Gray. We knocked on the door but no one answered.

"Maybe he's not home." Happy titled her head.

"Gray!" I yelled out "It's me."

"You two can come in."

It was a voice but it wasn't Gray's…or Gracie's. Happy and I headed in and found Ur brushing Grace's hair.

"What are you doing?" I asked "We're gonna be late."

"Her hair was a tangled mess." Ur said "It needed a brushing."

"This is so degrading." Grace grumbled as Ur tied her hair into a ponytail.

"There that wasn't so bad." Ur said straightening Grace's shirt "You girls have fun out there."

We left the house and headed to meet Gajeel/Gabby. When we got to her house she was already waiting outside tapping her foot.

"You idiots are late." She growled "Your gonna get us in trouble."

"You'd probably like that." Grace snickered.

"Shut it…." Gabby pouted

I looked over and had to pull Grace's shirt down.

"You need to stop flashing people….I swear between your stripping, her cat part, and her piercings and submission I'm the only normal one." I commented.

"You the normal one…HA!" Grace laughed.

"Yeah Pinky you think you're the normal one." Gabby added one.

"How am I not?" I gasped.

"You spend more time as a girl then a guy…I'd say that's abnormal." Gracie pointed out.

"I like it so what…besides you never used to complain."

She just blushed and shut her mouth.

"That and you two have been spending more time as girls lately so what does it matter."

I looked up and saw we had arrived at Lucy's mansion. I knocked on the door and Angel let us in.

"You three are here for the new ones right?" she asked "Lucy's getting the blue haired on ready; Sting and Rogue are with my sister."

"I think Lucy said to call them Stacy and Rachel now." Happy spoke up.

"Yeah whatever." She said waving us off "Good luck."

We went down the hallway and found Yukino scrambling around.

"Bout time." Yukino said "They're starting to get restless."

Stacy and Rachel were all dressed and ready. Stacy was in a baggy shirt and sweats. Rachel was in a sweater the barely cover her stomach and tight jeans.

"These are quite bothersome." Rachel said poking her breasts.

"That's cause you don't have a bra." I said "That's why we're going shopping."

We didn't continue our conversation as Lucy called us out to the main room. She was standing there with Ultear, Erza, Meredy and a girl with long blue hair.

"Ladies." She smiled "Let me introduce you to Jennifer."

Jennifer, formerly Jellal, was a pretty good looking girl. She appeared to be squeezed into an outfit of Lucy's.

"Well I wish you good luck." Lucy said "Have fun."

* * *

"Alright girls." I said walking down the road "First things first…underwear."

I stared out at the store before me; we had a lot of work to do. We had to get three girls measured and bought for. Being in this store brought me back to the first day I got this body, when Lucy took me shopping; it's hard to believe that was so long ago.

"Okay let's get to work." I said punching the air.

We picked out a booth and I got an aid to help us do the measuring.

"Happy what are you doing?" I asked while the woman measured Jen.

"This is cute don't cha think?" she said holding up a bra that matched her hair color.

"It's nice." I said.

The woman came over and gave me the list of the bra sizes for our new friends.

Stacy- DD

Rachel-G

Jennifer-F

_So Jen's as big as me, Rachel is like Gabby and Stacy is the smallest of us all…At least Happy and Grace are E-cups…sucks to be her!_

I dragged the three around and grabbed things for them. I got nice lacey ones and basic style ones. I took them to the dressing room and had to help them put them on.

"How does this even work?" Jennifer said getting all caught up in it.

"They're way easier to take off." Stacy growled.

"Here." I said helping them "first this…then through here….clip…and adjust…Tada!"

The three of them looked cute in their underwear like that. The way their hair fell over their shoulders and how their breasts were pushed up by their new bras. When I was helping them get the bras on I didn't hesitate to cop a feel and give their breasts a squeeze.

"Feel better?" Grace asked.

"My back no longer feels like it's about to be torn in two." Rachel said.

"Yeah you're pretty stacked. We're actually about the same size." Gabby said "At least you kept you height."

"Well let's pay." I said "We have lots more to shop for!"

* * *

After going through town and buying tons of outfits not just for the new girls…well that dress was cute.

"Are we done yet." Stacy whined as we walked.

"Not yet." I said "Lucy wants us to go get our hair done."

"What?" Grace said "I don't wanna."

"Do you really wanna disobey Lucy?" I said.

We all shivered….except for the new girls.

"What are with you three?" Jennifer asked.

"Bad memories…" we all said "You'll learn one day."

We went into the salon and somehow Lucy had already booked appointments. I was ushered off quickly to have my hair washed and shampooed. It felt nice to have my pink hair treated so nicely. Next I moved to a station and a woman asked me how I wanted my hair…I just told her to try something special. I closed my eyes and let her get to work. Soon though she removed the smock and told me to open.

I gasped at my hair. It was a few inches shorter than it was when I came in, and it had been curled in layers…it felt nice to feel it bounce around. I went out to the lobby and the other girls were done. Happy's hair was styled similar to how Juvia's was when she was in Phantom. Gabby's hair had been straightened and looked like less of a rat's nest. Grace's was pulled up into some sort of messy bun, as was Rachel's. Stacy had her hair done in a braid like Bisca and Jennifer's hair was pulled into a high pony.

"Can we go home now?" Gabby grumbled.

"No there's one last thing on here." I said "We have to go back to Lucy's house."

* * *

When we got to the mansion I had a good idea what she was gonna want us to do. When we got there Lucy was playing with her babies and just told us to follow Mira. As expected Mira led us to the basement room…and then left. It was clear what we were supposed to do…but no one wanted to make the first move.

"Come on girls." I smiled "This'll be fun!"

Was the first to start taking clothes off and it didn't take long for the others to follow. I went over and push Rachel and Gabby together, burying the latter girl in the other's deep cleavage. I took Stacy and Jen for myself and that left Grace with Happy. Stacy and I were the first to fall onto the bed as we kissed. My breasts clearly overpowered hers and I started pushing my tongue into her mouth. While we kissed and moaned I moved my fingers down to start rubbing her clit.

Stacy nibbled on my tongue while I slowly pushed a finger inside her. I moaned as she moved hers down to start fingering me and gasped as Jen's tongue ran over my folds. Our fingers twisted together as we rubbed each other.

"More more." Stacy moaned "Faster."

"You finger as so long and delicate." I added kissing her neck.

Stacy moved a hand up and caressed my large breasts. Jennifer moved around and kapt easting me out. Stacy twisted her body to start licking Jen's pussy.

"Oh yeah." I moaned "Does that feel good?

"Mmmmm." Stacy moaned as she devoured the blue haired girl's pussy.

"Feels good." Jen added.

Jennifer probed her tongue deeper into my pussy and I was pinching my nipples and pushing myself closer to the edge.

"I…I'm gonna…" I panted "OHHHH!"

My juices covered Jennifer and she moaned out as Stacy's face was covered in her juices. I looked around and saw that Grace and Happy were 69ing each other. Not too far from them Gabby and Rachel were scissoring and making their massive mammories wobble around.

_God their both so big…I'm only one size smaller and I feel in adequate._

I crawled over to the two and popped one of Rachel's huge tits into my mouth. She moaned as I bit down on her nipple and sent pleasure though her. I suddenly felt a scary tongue lick over my folds and saw Happy was licking me with her tongue, I even felt her claws digging into my cushy butt.

Gabby was rolling her hips and digging her pierced clit into Rachel's. The other girls came over. Grace joined me in sucking on Rachel's tits while Stacy started motor boating Gabby as the metal head ate out Jennifer. All the sudden we were moaning in sync with each other and cumming multiple times.

"See you all did good. I think you all deserve a reward." Lucy said leaning on the door way stroking her dick "On your knees."

We all went before her and opened out mouths as she stroked herself closer to orgasm.

"HAAAHH!" Lucy moaned and started shooting ropes of cum all over the seven of us.

All of our faces and breasts had cum on them.

"Good girls." Lucy said looking at us before walking away "Do you like it?"

"Being a girl is awesome." We all said.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Part one of the AU you guys voted for.**

**Till Next Time.**

 


	67. Succubus Lucy Part 1

_Italics indicate thinking_

**This is the first chapter of the Demon AU**

* * *

**Lucy's POV**

My name is Lucy, and I'm a succubus…and I'm also a futanari. I live in Hell, one of the seven circles to be precise. I'm a demon so it's my job to go out and make deals for the souls of the feeble humans who walk the earthly plane.

As I succubus I embody Lust itself and as I result I dress to fit the part. I wear a tight leather bikini and keep my blond hair down. My leathery wings are always out and they're as black as the night sky. I even have a cute little demon tail.

Hell is full of all kinds of demons, Succubus, imps, gremlins, snake people and other terrors of the night.

"Lady Lucy!" I was sitting in my mansion when I heard my assistant calling for me.

"What is it?"

Levy came flying in like a bat out of…well in hell.

"The demon Queen is calling a meeting of the Seven Sin Seats." She said.

I let out a grumbled. The Seven Sin Seats, the SSS for short, are the group of demons that rule of the seven circles of hell. I rule the Lust circle. Our Demon Queen, Satan herself Mirajane, only calls assemblies a few times a year.

"When?" I asked.

"First thing tomorrow." Levy said.

"Good." I growled "The less time I spend with those other six the better."

Levy nodded and I looked at her. Levy has been my assistant since I took the Lust seat. She's one of my better underlings.

"Anything else to report?" I asked.

"No nothing…souls have been a little low lately, and Lamy hasn't had any one to covert so she's kind of whiny but that's it."

Lamy is a rabbit demon. She's a lot more intimidating than her species makes her sounds. She runs the lab I use to turn lost souls and human captives into demons. Although I'm not really supposed to drag humans back to hell so she doesn't get to do that too much.

"Well then if I don't need to get there till the morning…" I looked at Levy "Let's have some fun."

Levy smiled and I walked up and grabbed her cute little butt. Her little tail started swinging around while I groped her and slid my fingers into her pants.

"Miss Lucy…" she panted.

"Let's go to my bedroom."

Levy followed my back to my room. I had a bed larger than the average car and a canopy style roof over it. I pulled Levy onto the center of my massive bed.

I flicked my wrist and our clothing disappeared.

_The undressing spell…a tool in any Succubus bag of tircks_

"Lucy…" Levy covered herself.

"You're a demon hot stuff." I said kissing her neck and moving her arms "We do this all the time."

"Doesn't mean I'm not a little embarrassed."

I pinned Levy's small body beneath me and crashed my lips into hers. She was quick to kiss back. I wasted no time slipping my dick into her. I'm a succubus so I draw my energy from sex…I can get plenty from the demons under me so I rarely head up to earth.

"OH it's so big." Levy moaned.

I started thrusting into the smaller demon and she was rocking into my movements.

"You're one of my favorites Levy." I told her as I pounded her pussy.

"Thank you." She said "I love it when you fuck me."

I turned Levy over and started doing her doggie style with my breast pressed against her back.

"Oh yes!" she moaned.

I felt my fellow demon get tight and push me over the edge.

"Levy!" I groaned as copious amounts of cum started to spray into Levy.

"So warm."

I fucked Levy a few more times before packing it in for the night knowing I had to head to the palace in the morning.

* * *

**The Next Day.**

I got to palace pretty early. The royal attendants led me to the usual conference room. I was surprised to find that I wasn't the first one there, and I was astounded at who was there first.

The Sloth Seat was already here, Kinana the Naga. As usual she was asleep at the table.

"Get up Scale-head the others will be here soon." I said taking my seat clearly indicated with a heart.

Kinana looked around still half asleep and pulled her bed symbol chair closer to the table.

"How did you even get here first?" I asked.

"My assssssissssstantsssss." She hissed "They brought me here lasssst night."

_That damn forked tongue of here's I can barely understand her._

The door creaked open and the next member of the council walked in.

Cana of the Gluttony seat. Cana is a Minotaur. You would think that the person of the Gluttony seat would be out of shape but Cana's not too bad. Her udder would make you think that she's fat though.

"So the Slut and the Sloth got here first." Cana said stomping her hooves over to her seat marked with a half-eaten apple plaque.

"Watch it." Kinana hissed.

"Yeah you cow." I glared back.

The door opened again and a little girl flew in.

"Wow Lucy I wish I was as beautiful as you. I wish I had your tail Kinana, or your hooves Cana.

Wendy, the corrupted Pixie that holds the Envy seat marked with a hand. Wendy is like a normal looking pixie, except she was exposed to dark energy and now has clear black wings and darker skin, but she still has body of a human girl.

The door slammed open and this time Sorano walked in. Sora is a fallen angel who sits at the greed seat. Her symbol is a stack of coins. She fell from heaven because of her desire for wealth…how apropos.

"The rats are already here." Sorano laughed taking her seat "Let's wrap this up I have things to buy."

"Relax Greed." I eyed her "We're still waiting on Wrath and Pride."

"Did I give you permission to speak my name?"

"Great now we gotta hear her." Cana whined.

Kagura she's a Hellblade, a demonic swordswoman, who holds the pride seat. Her symbol is a hand mirror.

"I'm far too great for you peons to dirty my name or seat by speaking its name."

Kagura tends to think she's hot shit.

The door started to open up…Wrath was finally here.

"This is taking too long!"

The door was blown off its hinges and flew passed the table.

"Watch it!" Kagura snapped "You almost damaged my face."

"Crap I lost count." Sorano grumbled "One thousand, two thousand…"

"I wish I was as strong as Erza." Wendy pouted.

Erza a Demon Knight, Holder of the Wrath seat, symbol sword. None of the SSS are really friendly but I suppose if we had a leader it would be Erza.

Erza glared at all of us as she made her way over to the seat.

"Well now that we're all here anyone know why we got called?" I asked.

"Why would I speak to you?" Kagura growled.

"If Mirajane called us for a summit it must be important." Erza said.

I filed my nails while we waited for the big boss to show up. It was better than talking. The SSS tend to not get along with each other that much, a lot of clashing personalities and such.

It didn't take long for the doors at the far end of the chamber to open. Our ruler, Mirajane, Mira for short walked in clad in her usual jet black dress. She was in her human form not her demon one…thank the Devil.

"Sit." She said.

We all took our seats and got down to business. Mira started talking about administrative junk so we all kinda tuned her out.

Suddenly I felt sick to my stomach. There was a terrifying aura coming of the queen.

"Will you fools pay attention." She growled "Do not make me angry!"

"Yes Ma'am!" we all jumped up.

I kicked Kinana's seat to wake her from her nap.

"Huh what I'm Awake!" she sputtered.

Mira just growled "You seven do nothing but make my life difficult, bickering over territory and souls…"

"It's not my fault." Cana spoke up "Pride's the one encroaching on territory that's not hers."

"If we're being honest all territory should belong to me. I am the most important after all." Kagura said looking at herself in a mirror "At least I don't have hideous cow parts like Gluttony."

"Enough!" Mira slammed her hands on the table "I called you all here for a reason."

"Yeah I got girls I could be banging." I said "Can we hurry this up. Why are we here."

"Souls." Mira said.

"What about them?" Wendy asked.

"You seven has been pulling in terrible numbers these last few quarters."

"The Queen is right." Sora said stretching her black feathered wings "All these numbers are statistical lows."

"Hell cannot survive if new contracts are not made. If we don't increase our soul reserves the angels might come down here and try and eliminate us."

"My armies would crush them." Erza said.

"You keep telling yourself that Wrath." Cana snickered.

"Look soul counts are at an all-time low." Mira said drawing attention back to herself "Numbers need to go up. Get your demons out there and start sealing more contracts."

"How can we do that?" Wendy said "Human just don't believe in demons any more. No one's out there drawing pentagrams in blood anymore."

"Well figure it out." Mira said "If you don't I'll be forced to make some changes to this council."

"What exactly are you ssssssaying?" Kinana said sitting up…for the representative of the sloth sin she gets awfully energetic when she has to.

"Let me make this clear." Mirajane said "We will meet again at the end of the next Quarter…whoever has the lowest soul count by then will be removed and replaced...this an individual contest you have to get the souls yourself your underlings can't do it for you…am I clear."

Mira's hair was starting to rise up and her skin was cracking.

"Yes Ma'am." We all said.

"You have three mouths." Mira said walking off.

We all got up

"Great." I growled "Because you six can't get your act together I have to go find some humans to feed on."

"This is gonna be a pain." Kinana said slithering along "Actual work. This sssssucksssss."

"So much for that beer." Cana trudged not far behind.

"I look forward to crushing the rest of you in combat." Erza said cracking her knuckles.

"I'm so much better than you fools I won't even break a sweat." Kagura smirked.

"I wonder if the humans have any interesting items I could buy." Sorano wonder.

"Everyone?" Wendy spoke up "If we have to go to the Human world for contracts…just look out for the Sealing Spells okay."

"No need to worry." I said "The humans might have the spells but there's no way they could find the seven items to seal the seats."

"But if we were to be sealed Queen Mira would loose her power." Erza said "Envy is right be on the lookout…everyone knows what their sealing item is? Mine is Excalibur."

"The Queen of Hearts from a blessed deck." I added.

"A Silver Spoon" Cana added.

"A Mirror made in a Slavic Nation." Kagura added "Like the humans could find such a rare object."

"Mine's a Monkey's paw!" Wendy cheered.

"A Gold coin owned by Christopher Columbus."

It was quiet.

"Kinana remind us of you sealing item.

***Snore!***

"Get up!"

"Huh what…sealing item…The feather of a Swan."

The seven of us parted there and I went back to my carriage where Levy was waiting.

"How did it go?" she asked.

"Let's hurry back." I said "I have a lot of work to do."

* * *

**A Few Days Later.**

I was sitting on my cushy chair just waiting for someone to call looking to make a contract.

"Lady Lucy! Lady Lucy!" Lamy came running in "The crystal's ringing!"

"Alright!" I jumped up "Let's see who wants a contract with a demon."

It had been four days and this was the first call I had gotten. If the others were as liuck I would be fine, but if they had gotten a ton of calls I might lose my seat…and who knows how Mira will punish the loser.

An image came into view in the screen. I was a man, spiky pink hair sitting in an apartment. Symbols were drawn on paper scattered around the room…exactly how you summon a lust Demon.

"Well time for me to get to work." I said cracking my neck "Lamy get the teleporting spell ready. I have to go to the human world."

"I'm on it Miss!"

Lamy scampered off to ready the wormhole to the human world. Soon it was time for me to go.

"Lucy are you sure about this?" Levy said "I can go in your place."

"No Mira said it had to be us…something about setting an example…Besides I haven't been to the human world in ages, this could be fun…he looks like he's full of sexual energy and a strong soul."

Lamy's warp hole formed and I stepped into it.

"See you girls soon."

* * *

**In the Human World**

"Ugh." I groaned floating in the air "I remember why I hate warp travel."

"Holy Crap it worked!"

I looked at the kid on the bed. He was probably about twenty or something.

"Well hello cutie you called." I winked at him "I'm Lucy, how can I help you?"

"Oh crap there's a flying woman in my room." He said.

"I don't have all day kid." I said "can you get over this so we can speed it up a bit?"

"Oh uh yeah sure." He said.

"So you called for a reason…tell me it's not just sex. Oh what's you name kid?"

"Well not really. Name's Natsu by the way." He said "I need you to do something for me."

"That would be?" I said watching him walk over to a shelf and grab a photo.

He gave it to me. It was him and some other boy smiling and pointing at the camera while they were wearing swim trunks.

"Nice picture…let me take a shot in the dark here." I said looking at the frame "This is you…and this is your boyfriend. Am I right."

"How did you know?" he said.

"Cause this apartment is way to clean for you to be a straight man…"

"Hey!" he growled "That's mean."

I'm kidding." I said "There no sexual energy coming off you in relation to me…I'm built to be the object of every man's affections but you not even giving off a reading. Only Gays don't give off a reading when it comes to me…and I'm a succubus my Gay-dar is nearly perfect."

"I guess that makes a little sense." He said scratching his head.

"So my guess is that you want to be with him but…that's all I got what's the problem."

"I want to be able to have a kid with Gray…but well two men can't do that."

_I see…_

"So…I can help with that…but it's gonna cost ya." I said.

"Wait before I agree to anything I need to know what you're gonna do."

"I'll make you a girl silly." I said floating upside down "You'll be irresistible to your boy toy and you can have his kids."

"I guess that makes sense." He said "What are you getting in return."

"Well the usual payment…you eternal soul…and as an added fee I want your first born daughter."

"What?"

"When or if the two of you have a daughter…upon her 18th birthday I shall come to claim her and her soul. It's a gamble…maybe you'll get lucky and the two of you won't have a daughter…but if you do I get her soul as well as yours…just think you and your beloved can have a child all your own…"

I needed these souls I had to convince him. What followed was a lot of whispering into his ear and trying to get him to accept my deal.

"I'll make you a knock out…and I can change the memories of others so they think you've always been a girl."

"I…I…"

"Well?" I raised an eyebrow.

"I'll do it."

I flicked my wrist and in a puff of smoke a contract and pen appeared in my hand.

"Just sign right there and I can get to work making you a babe."

Natsu took the pen…and signed the deal. I sent the contract back to levy to be filed.

"Well then why don't you get undressed an we'll get to work." I got bored of waiting so I flicked my wrist and made his clothes vanish.

"Let's get to work…first thing's first." I said looking at his penis "You won't be needing that anymore."

With a snap of my finger's his dick shriveled up and left nice vaginal folds behind.

"Whoa." Natsu said.

"Ewww shut up." I commanded "Let's bring that voice up."

I made her voice girly.

"Let's go long hair. Cute face…" I worked my magic to make her more girly.

"Bring the hips is widen the waist, puff up the ass." I mumbled.

She was starting to come together nicely.

"Last but not least the most important part of any girl, the breasts." I said.

"Umm okay…not too big." She said rubbing her arm.

"Your boyfriend a flat chested lover…?" I said starting to make her chest grow.

"Okay that's good." She panted.

"Nonsense." I said "We haven't even broken B cup yet…boys like them big don't you know that."

I increased the speed of the growth until her breasts were slightly larger then mine.

"F-cups seemed good." I smirked making a mirror appear "I think you came out well…do you agree, Natasha?"

She looked at herself "That's me…"

"You look great." I said snapping my fingers "And as promised everyone will think this is how you've always looked. You're the only person who will know you were ever a man."

If you had looked around you would have seen even the photos in the room changed to pictures of a girl

"Wow…thanks…" she said touching her hair.

"We're not done yet." I said.

"Huh?"

"You owe me a fuck." I said.

"I didn't agree to that." She sputtered.

"Gotta read the fine print sexy." I made my clothes vanish "Now let me show you what it's like to be a lady."

I used magic to lift the new girl up and drop her on the nearby bed. She flopped down making her breasts bounce all over. I quickly pinned her arms and straddled her waist.

"Now then." I said inching closer to the dripping pussy before me "Let's have some fun."

"OHHH!" Natasha let out a moan when I slid into her with a powerful thrust.

I could feel her sweet sexual energy being absorbed by my body. I laid forward and felt my own chest press against her large ones. I had done a god job creating this one. She was moaning and bouncing all over.

"This fells….AHHHH!"

She had her first orgasm but that didn't stop me. I kept plowing into the tightness. Satan it was incredible.

"Yeah…yeah…" I growled "You're Fucking great."

I felt my hips come crashing down on Natasha's a few more time and then…

"OHHHH YES!" I exploded inside her filling her new pussy with my hot seed.

I pulled out and quickly cleaned myself off.

"Well then." I said to the girl laying in the bed "Have a nice life and I'll see your soul soon."

_Lamy…open the door…_

_**Miss Lucy we're getting another Summon request right now…would you like me to send you straight there?** _

_Very Well._

* * *

**At the Next Location**

This time when I landed I came face to face with a monster…okay it's not that bad but it was an acne-ridded, glasses wearing, split end having, out of shape girl of some kind.

"Yowza." I said to myself "Uh…I'm Lucy…please tell me I can do something for you."

The human spoke up first pulling the brown hair away from her eyes.

"So it did work…" she had a faint smile.

"What's you name and what can I do for ya?" I spoke floating around he room.

"My name's Jenny. Jenny Relight…and I want you to make me popular."

"Normally that's Envy's turf." I mumbled to myself "Or maybe even Pride…But this girl…she needs a huge makeover."

"Alright I'll help you." I spoke up "But it's gonna cost ya. Extra to cause those other two will start a war if I step on their rightful claim."

"What do you want." She asked adjusting her thick framed glasses.

"So aside from the normal payment of your immortal soul…When I do make you popular I want 50…No I'll be generous 25% of all the money you make for the rest of your life…and you look like a smart kid…Are you a smart kid Jenny?"

"Straight A's." She commented.

"Well then I want your intelligence to…just enough to make you a C- D+ kind of kid?"

"Fine." She said almost ecstatically "Where do I sign."

"An Eager Beaver are we?" I said pulling out a contract which she quickly signed.

I sent the contract back and got to work on making this Zero a Ten.

"First my payment…I'll be taking you intelligence now." I tapped her on the forehead and her eyes glazed over and a ball of blue light floated out of her mouth.

"There you are." I said putting that away for later "Lamy will love this."

"Ohh My head." Jenny whined "It's like…Oww."

"Let's ditch the glasses." I said making her eyes work "And clean up the face…."

Once I had fixed the top part I turned her hair from brown to blond.

"Now for the big undertaking." I mumbled "Anything special you want to look like."

"Like…can you make me hot like these girls?" I picked up the magazine and saw all the models posing in their bikinis.

"You wanna look like a model?" I smirked "Yeah I can do that."

_This works out better for me by the second….not only am I gonna get ti hit that but she'll make a fortune…my cup over flows with luck!_

"Alright then!" I yelled out "First things first all this extra weight had gotta go!"

Using my magic I started moving fat around her body like clay.

"Big plenty up here…a little on the leg…some more there…and done."

When I was done that nerd was now a knockout. Jenny was now a tall, busty, blond, big booty possessing, model.

"All done." I smiled.

Jenny looked in the mirror and did poses "Like…I look totes sexy…and stuff."

"Sure all the girls will love you now…just tell them you grew over the summer or something. Now then let's fuck."

"Kay" Jenny said laying on the bed and spreading her legs.

_I love it when their so willing._

I went up to her and wasted no time inserting myself into her. Jenny wrapped her legs around my waist and I rocked my hips. I had just had sex a few hours ago so I was a little tired…not that would ever stop a succubus.

"Oh…harder…Fuck my little pussy." Jenny pouted."

"Of course!" I moaned as my dick pushed further and further into her warm walls.

I felt Jenny's breasts mash together with mine as she rolled around under me.

"Fuck." I groaned "Here it comes."

"Like fucking fill me up!" Jenny moaned.

"HAAAA!" I moaned and felt a huge amount of semen rush into Jenny.

"Oh…wow…that was…thanks…"

"No problem." I said "Call again if you need something."

Lamy's portal appeared and I stepped back into the underworld.

* * *

**Three Months Later.**

Mira is calling us all back to report on the numbers. I sent my sheets in I just hope it's enough to keep me around.

"Ladies…attention." Mira said "It's time to announce who isn't totally incompetent."

"My bet's that Sloth will Lose her seat." Cana whispered "She is…you know the embodiment of laziness."

"I just hope it isn't me." I mumbled back.

"In first with 100,000." Mira said "The War seat, Erza."

_100,000!_

"No fair!" we all whined "She gets to claim should who die in battle."

"Maybe you girls should have tried harder." Erza said slamming her fist on the table and making it crack."

"Second place is Greed. And third is Gluttony."

_I'm Slipping…this could be bad._

"Fourth is Wendy."

"Yay me…I do wish I got as many as Erza did…"

_I have to be safe…the only ones left are me, Pride and Sloth…I had to have beaten Kinana right?_

"In fifth is Kinana."

"Oh come on!" I yelled.

"I work best under pressure." Kinana said before going back to sleep

Mira was looking at us "Lucy or the Lust Seat…and Kagura of the Bride Seat…one of you really disappointed me."

_It was nice knowing you council seat._

"The person with the fewest souls claimed in the last quarter is…Kagura with 0."

"WHAT?!" we all yelled "ZERO?!"

Kagura looked pretty stunned "Well I didn't think I was actually expected to do…work."

Mira stood up from her seat "You have made me most angry Kagura."

Mira skin was cracking and her tail was starting to come in.

"As punishment for you failures and incompetence…."

Now Mira was full on Demon…Satan herself…

"I remove you from the Pride seat…"

"No please….Please Queen Mira let's just talk about this." Kagura begged backing away.

"Talk? You want to talk…" Mira smirked.

"Yeah." Kagura said as her back hit the wall and Mira walked closer.

_She's out of room and out of time._

"Kagura." Mira whispered "Take you punishment like a big girl."

"Just Stay Away!" Kagura yelled drawing her sword.

We had all throw our chairs back and were ready to jump in and defend Mira.

"Time's up." Mira said flicking her wrist.

There was a flash of light and when the room cleared all that was left was Kagura's clothes.

"Like that." I gasped "In an instant."

"This is unbelievable!" I squeaky voice said "Turn me back now!"

The pile of clothes moved and a little chibi Kagura came out from under them.

"She looks." Sorano mumbled "Adorable."

"I want one…" Erza pouted "I want a pocket Kagura…"

Mira picked Kagura up with two fingers. Kagura kept screaming to be turned back.

"Maybe in a few centuries." Mira said "In the mean time you can stay in this cage."

Mira dropped Mini-Kagura into a birdcage and locked the door.

"The rest of you." Mira laid out three pictures "We need a new Pride seat."

There were three candidates. A Siren named Juvia, A Dark bowman Bisca and A some Bird Demon named Kyouka. After a few hours of debate we brought the winner in for a final interview

"Do I have to be here?" Juvia growled.

Juvia was a basic siren. She looked like a mermaid and had a voice the cut to the bone or in some cases boner.

"We're thinking about placing you on this council." Erza told her "Act like you belong here."

"Well I do belong here." She said "I belong more than any of you do at least…yuck."

_Defiantly has Pride going for her._

We discussed for a tad more and decided Juvia was now the embodiment of Pride. That was the end of our meeting and the end of Mira's test…I just wanted to go back to my circle and have sex.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- A fish, a judge…and a nurse?**

**I don't know why the AU chapters always end up being so long…whatever…we'll be back for part 2 soon.**

* * *

**Just read Chapter 419…still no Erza…GRRRR.**

**Also Yay Natsu's hair is back! He looked way to much like Zancrow on the cover page.**

**Till Next Time!**

 


	68. A Fish, A Snake, and a Scale

_Italics indicate thinking._

_**This chapter uses an element from the recent Filler Arc** _

* * *

**Lucy's POV**

After last night I had made plans with Yukino to practice our magic together.

"Are you sure about this Lucy..." Yuki said

"Don't worry I just want to get to know them." I told her "If it goes that far…well good for me I suppose."

"Okay." Yukino said taking out her keys "I'll bring Pisces first?"

"What are you doing?" Aquarius said walking out to the living room.

"I'm gonna get to know some of your friends." I smiled.

"Bleh." Aquarius made a face "Why do you want to talk to them.

" **Pisces!"**

Instead of the two fish appearing only the mother appeared.

"Miss Yukino." The woman bowed "Miss Lucy."

"Aquarius." She said shooting a look towards the mother of my child.

"Fish." The blue haired woman glared back.

"Seems your figure still hasn't returned." She said looking at Aquarius.

"Well you've had centuries but you're still out of shape." Aquarius spat back.

"I guess they don't like each other very much." I whispered to Yukino.

"Figures."

"I can't even believe Lucy would settle for some half-fish like you."

"At least I don't have gills fish face."

The two shot insults back and forth, nothing bad till…

"Well at least my son wasn't an accident."

***SLAP!***

"Aquarius." I said stunned "Why did-"

"You can insult me all you like." Aquarius mumbled "But don't you dare talk about my daughter like that!"

"Let's all just calm down." I said "I'm sure she didn't mean it."

"Miss Lucy is correct." Pisces said getting up and rubbing her cheek "I was out of line…please forgive me."

"Just get away from me." Aquarius said walking off.

"Where are you going?" I asked.

She didn't answer she just went upstairs.

"Why don't I bring out Libra?" Yukio said "She's a calming voice in things like this."

"Sure." I mumbled.

Aquarius and Pisces fight had kinda…killed the mood.

" **Libra!"**

The woman with the scales appeared and looked around. I had never realized that Libra's outfit was so skimpy.

"Do you need something?" the spirit asked.

"Nope were just talking." Yukino smiled "The only one of my zodiacs missing is Ophiuchus."

"Don't bring that snake into my house." I said "It won't fit."

"No she will." Yukino said.

"I saw her during the GMG. That behemoth cannot fit in my house."

"I'll show you. **Ophiuchus!"**

There was a puff but instead of the big sake there was a green haired girl in a nurse's outfit, she was also carrying a large syringe.

"Yukino do you need an exam?"

"No thank you." Yukino said.

The snake girl looked around and spotted me.

"Ahh it's the new hybrid's mother." She said "I wish to examine your child…denasu…"

"Umm why." I asked.

"Research…checkup…as the doctor of the spirit world it is my responsibility to check her regularly." The snake woman said "I wish to examine you as well."

"You can do me." I said "Aqua is napping right now and I rather not wake her."

Ophiuchus took out tools and probed and prodded me with tools while Yukino and her other spirits talked.

"Strip." The nurse said "I need to see the rest of you."

I obliged and even Libra and Pisces were surprised by how good I looked while naked.

"Impressive." Ophiuchus mumbled while she measured my penis and breasts "Both very large."

I was surprised when Ophiuchus tugged on my cock.

"Oh!" I gasped.

"Proper reaction…I should try for a sample." She said tugging more and more.

"Go ahead." I moaned as she jacked me off.

While she tugged away I licked my lips and looked at Libra and Pisces.

"You know you master loves this." I told them "you two should try."

They looked apprehensive until Yukino spoke.

"I think we could become closer if you two experience what I have."

"It has been awhile." The fish said touching her breasts.

"It would be good to judge her character." Libra added making her face guard fall and show us her beautiful face.

_Why would she cover that up?_

"Ohhh" I groaned as Ophiuchus moved her hand faster and faster.

Pisces and Libra came over and started to kiss me. The scale was the first one to move down and touch my breasts.

"Both are perfectly round and sized to perfection…total balance…"

"You lips are so soft." Pisces told me "I can see why the mermaid likes you so much."

"Hmmmm…OHHH!" I moaned as I blew up in the face of the nurse.

"An ample load." She said before taking off her uniform.

Yukino's three spirits got fully undressed and laid on the floor with their butts up waiting for me to enter them.

"Who first." I wonder before settling on the snake nurse.

"HA!" she gasped as I pushed into her.

"So good." I moaned before I began to thrust into her.

Ophiuchus grinded her ass into my crotch as I plowed her. While we were going at it Libra came over and used her tongue to tickle my dick when I slid out of her fellow spirit, at the same time Pisces came over and stared eating me out from behind.

"Oh Lucy!" the fish moaned "You taste great."

I kept pounding the snake girl and soon I was at the brink.

"I'm gonna…CUM!"

I pumped Yukino's spirit full of cum and slide out of her.

"That was…wonderful…denasu…"

Next I went to Pisces and pushed her down and laid so my breasts were against her back. I quickly entered her and lifted her leg while I began moving in and out of her.

"Oh yes." She moaned as her breasts wobbled around in my hand.

Libra came up and kissed her fellow spirit as I fucked her. Even though the spirits don't age Pisces had the aura of a MILF, her pussy was loose and her breasts had just the right amount of sag to them.

"So warm." I moaned "I think I'm gonna cum soon."

"Not so fast." Pisces begged "We just got started."

I increased my thrust and made Pisces groan more and more as my dick rubbed against her walls. I was drowning in pleasure as I ponded the mature pussy.

"LUCY I'M…AHHHH!"

The fish got tight and squeezed down on my long rod.

"Ah…ha…ha…YES!" I pumped the MILF full of my hot cum.

After I finished with her I went over and got ready for Libra. I laid down and she squatted over me and let my cock slide into her.

"Oh…it's fitting in me perfectly." Libra moaned as she started bouncing her hips.

I held her hips and she slammed down on my thin waist. I looked so pale compared to Libra's beautiful tan skin. Libra's breasts were bouncing around as she and I fucked. I reached up and groped her fabulous chest as we grinded.

"You have nice breasts." I told her "plump and round like mine."

"You have a perfect body." Libra said as she crushed my balls under her big butt "Totally symmetrical."

The two of us leaned into a kiss and our bodies pressed together, beasts mashing together, tongues battling for control, and Libra's pussy perfectly filled with my cock.

"Oh Miss Lucy." She warned "I'm getting closer."

"Me to." I told her "Cum with me Libra."

I gave her a few more powerful thrusts before her walls bit down on my dick.

"Oh...oh…LIBRA!"

I filled Libra with my sticky cum and looked around. The other two spirits looked ready to go and Libra was moaning next to me in bliss.

"Why don't we go back to my bedroom."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Lucy gets a visit from some old friends who want to congratulate her for the win at the GMG.**

**I uploaded a Persona 4 Futanari One-Shot. Just look for Yukiko the Futanari.**

**Till Next Time.**

 


	69. A Trip Back- Hughes and Coco

_Italics indicate thinking_

* * *

**Lucy's POV**

The gang and I had just gotten back from a mission, it was the first time I had gone away while leaving both babies alone. I was not a fan, every night I wanted to run home and check on them. Once the train arrived in Magnolia I practically ran home. We were approaching the house when we saw that there were two people standing outside on the porch.

"Lucy who are they?" Erza asked.

"Door to door salesmen?" Natsu asked.

"I don't know." I said "Let's just be careful."

We got closer and the two people got more and more into view.

"Lucy!" the two people were waving from the porch.

We all calmed down once we saw that it was just Mary and Coco. The two ran up and hugged me. We hadn't seen each other in over a year; they hadn't set a letter or anything so I was glad to know they were okay.

We went inside to talk.

"How have you guys been?" I asked "It's been so long."

"We've been busy trying to find the parts to the clock." Mary explained "It's really hard."

"We haven't gotten a single one yet." Coco said "But we heard you guys won the Grand Magic Games so we wanted to come congratulate you."

"It's hard to believe that we won almost a year ago." Erza said.

"Has it really been that long…what took you guys?" I asked.

"This is the first time we've gotten…time off." Mary said.

"And then we had to walk back." Coco said.

"It took us a while…"

"No worries." I said "Come on I've got stuff to show you."

I showed them around the house and introduced them to various people they had not met like Flare and Hisui.

"What's in here?" Coco asked.

"That's the babies room." I said.

"Babies?"

I opened the door and showed them the two sleeping children.

"This is Rex, he's Flare's son. And this is Aqua, she Aquarius Daughter."

"They're adorable." The two said holding the babies.

"I got one more on the way." I said "Cana's pregnant right now."

_Oh that's right…Gildarts will be back in a few weeks._

Coco and Mary wanted to play with the babies so I let them. I was surprised to see how quickly Aqua and Rex warmed up to the two strangers. Eventually I had to stop them because it was time for the babies nap.

"So any other surprises for us?" Mary asked.

"Kinda." I smirked going to my room.

"Oh boy." Coco clapped "Seems interesting."

When I got inside I locked the door. I hadn't seen these two in almost a year I really wanted to make them feel special…maybe get them to stay this time.

"Nice room." Coco said "Very big."

"Yep." I said undoing my belt "So take a look at this."

I spun around and showed them my penis.

"It's…"

"Bigger…"

"Yeah it grew." I said "Some weird ancient stuff."

I think Mary and Coco got the hint because they quickly dropped to their knees. They swallowed at the size of my cock and salivated at the appeal.

"It's been so long." Mary said.

"We've missed you." Coco smiled.

"Then let's do some catching up." I told them.

The two leaned forward and lapped their tongues over my rod and coated it in saliva. Coco was the first to take me into her mouth while Hughes stripped down. Once she was naked she stood up and started kissing me. I felt our chests smash together as Coco sucked my dick.

"Are you bigger?" I asked her "your breasts seem larger."

"I don't know maybe." Hughes said "It has been a long time."

Mary went to her knees and took over sucking my dick while Coco got undressed. I felt Mary wrap her warm bosom around my cock as she sucked. Once Coco was naked we moved over to the bed and relaxed. The two of them grabbed my breasts while they fought for kisses, all while stroking my dick.

"Mmmmm." I moaned "Girls."

They both moved around still Hughes was straddling my waist and Coco was using my breasts like cushions.

"Oh Lucy!" Mary groaned as my cock slid into her.

She felt just like she had long ago, a perfect pussy. While she began to bounce up and down Coco lowed her butt towards my face. I used my hands to spread her cushy ass cheeks and start licking her sweet folds.

"Lucy your tongue is so long! It's hitting every inch of me!"

I groaned in response and felt Hughes ass clap against my waist. Coco kept grinding her butt against my face. All the traveling they had done had made her already nice butt even more toned.

"Lucy!" Mary begged "I'm getting so close."

"Me to! Please lick more Princess Lucy!" Coco moaned.

I flicked my tongue faster and jerked my hips to meet Mary's movements. It didn't take to long for Mary to break.

"AHHH! LUCY!"

As her walls bit down Coco's also got tight against my tongue.

"OHHH! YES!"

Coco's juices spewed out on my face as she had her first orgasm of the night. Once the two came down off their first high I moved them around so Coco was lying on top of Hughes. The two of them began kissing as I crawled up on Coco and rubbed my cock against her entrance.

"Hmmm so big." Coco moaned as I pushed into her.

My breasts smushed against her back as I started thrusting in and out of her. I felt Hughes move around under us and start using her fingers and tongue to please my womanhood.

"Oh yeah." I groaned "So tight…lick harder."

"Lucy fuck me more." The smaller girl begged "Destroy my pussy!"

"Lucy you taste incredible." Mary told me "I've missed this."

I felt Mary lick at my balls while my cock plowed into Coco's wanting pussy. Deciding to change it up a bit I pulled out of Coco's warm folds and shoved my thick cock into her ass.

"AHHHH!" Coco screamed out "it's so huge…I'm gonna rip in half!"

"Incredible!" I moaned "Such a cute little ass."

Hughes slid around again and shoved Coco's face into her crotch. The athletic girl wasted no time going nose deep into her friends warmth.

"Oh yeah….that's it, right there." Mary moaned.

"Do you two…oh yeah so tight….do each other often?" I asked as I plowed Coco's snatch.

"Sometimes on stressful nights." Coco said licking her lips clean of Mary's juices before going back in for more.

"Coco's got strong fingers." Mary said "They hit the spot every time."

I grunted and started kissing Coco's neck as I got close to my climax.

"COCO!" I felt my cum start to fill Coco's tight ass.

I pulled out and some cum dribbled out of Coco making her ass even cuter. Coco laid down next to me and started sucking on my large breasts. While she did that Mary went down and moved my male parts up while she resumed licking my pussy.

"Smells great." Mary said running her tongue over my folds "Tastes great to."

Coco squeezed my right breasts while she sucked on the left nipple.

"Lucy your boobs are so big…so soft and warm." She said shocking her face into my cleavage.

"OH!" I let out a gasp as Mary flicked her tongue over my clit "MARY! I'm so close!"

"Cum Lucy." She said licking a little more "Cover my face in your juices."

I felt Mary's tongue hit the back of my vagina and I almost exploded.

"HAAAAAA!" I moaned as juices flowed out of me and covered Mary's face.

Once she was done she crawled up and joined Coco in kissing and sucking my breasts. I rubbed their heads as they pleased me.

"When do you two have to leave?" I asked.

"Ummm…" Coco mumbled.

"Well you see…."

"What did you two do?" I asked sitting up and felling my chest bounce.

"We kinda…Quit." Mary explained.

"We were hoping you'd let us stay here?"

I smiled "Of course…welcome home."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- The Spider and the Fly**

**Till Next Time!**

 


	70. Charlotte's Web- Beth & Ariana

_Italics indicate thinking_

* * *

**Lucy's POV**

"UGH!" I groaned flopping on the couch "I'm so bored!"

"What's the matter?" Levy asked.

"There's nothing to do!" I whined "It seems like all we do anymore is sit around the house."

"Well you could go on a job." my friend suggested.

"But then I'd have to leave my babies behind." I pouted.

"Then go on vacation or something."

"Vacation…That doesn't sound half bad." I pondered "Go to the Resort or something…"

"Now you're thinking." Levy smiled.

"Let's do it." I cheered "Let's take everyone, make it a big trip!"

"I'll get started on it right away." Levy said "I'll plan for next month."

"Meow!"

The couch creaked as Millianna hopped on one of the cushions.

"Why are you here?" I asked "I thought you and Kagura went home."

"She did but I overheard you say you were bored." She said "I think I know what might be a nice change of pace."

"And that is?"

"Why don't you come take a visit to Mermaid Heel for the night?"

* * *

**A few hours later.**

Millianna took me to back to Mermaid Heel with her. When I got there Kagura was already waiting for us at a table.

"Ladies." I smiled.

"Lucy you came." Kagura said "Good."

"So anything special planned?" I asked.

"Kinda…" Kagura smirked "I have guests you might find interesting."

"Oh…" I smiled "Okay."

Kagura took my hand and led me to her bedroom. She explained that she had an appointment this evening and she thought I would be able to help her. She dressed me up in in a cute little nightie and had me lie on the bed and wait for her guests to arrive. Kagura and I were goofing around when the door creaked open. Two of the members from Mermaid Heel's GMG team came in, Ariana and Beth. They were both pretty shocked to see me there with Kagura already.

"Umm Kagura I believe we already paid for you." Ariana said.

"Lucy will be joining us. Is that alright?" Kagura said flipping up the skirt on my nightie and showing the two girls me junk.

"Oh…oh my…" Beth mumbled.

"Well then." I smiled "No point in sitting around let's get to work."

Ariana unzipped her jumpsuit and Beth undid her overalls. They both looked pretty good. Beth reminded me of Mavis and her…Ummm…flat body. Ariana was a little more curvy. Her suit no longer restrained her glorious breasts. I pulled her onto the bed and started kissing her. I saw Kagura was face down on the bed and Beth had her face between Kagura's cushy ass cheeks.

"So squishy." Beth said digging her fingers into Kagura's massive butt.

"Mmmmm." Ariana moaned into our kiss.

I felt our breasts smashing together during our lip lock. Ariana's lips were so soft as was the rest of her body. I felt her reach down and start rubbing my cock. Her digits wrapped around my long log and started stroking. I could hear Kagura moan as Beth ate her out. Ariana moved down and broke our kiss.

"Oh Lucy it looks so good." She said giving it a long lick.

"Well then give it a taste." I smirked.

Ariana wrapped her breasts around my cock and flicking her tongue across the tip to get a taste of my pre-cum.

"Yum." Ariana smiled while bouncing her chest up and down.

"Deeper Beth Deeper." Kagura moaned from the side "Use that tongue."

"Oh yeah." I groaned as Ariana grinded her breasts against my crotch.

I squeezed my own breasts as Ariana tit fucked me. I looked around…I kinda felt bad for Beth, she was so flat. Kagura had a great ass and Ariana and I had large chests…Beth was just a board.

"That's it." I moaned "Just a little more."

"Cumming already Lucy?" Kagura giggled "I'm pretty close to."

Beth dug her tongue deeper into Kagura while her friend licked my cock. Soon I was at the brink, about to blow my load.

_I gotta at least try._

I slid my cock out from between Ariana's breasts and went behind Beth. I started jacking off until cum started flying out and onto Beth.

"OHHH!" I moaned as the thick spunk spewed out.

"Mmmmm warm." Beth moaned as she used her fingers to make Kagura orgasm.

"Lucy~" Ariana whined "I wanted some."

"Sorry." I smiled "But I thought maybe Beth needed an upgrade."

"Huh?" the spider woman asked.

I slapped Kagura's ass "My semen can do some special things."

"You why Kagura's butt…"

"OHHH~!" Beth suddenly interrupted us with a moan "So warm!"

The first thing to happen was that Beth's butt puffed up a tad. Then her breasts started to grown larger. Before long they were as large as mine were.

"I look…wow." Beth said squeezing her breasts "They're heavy…I like it."

"They look nice." Kagura said grabbing one of Beth's large tits.

"Kagura…stop…I'm…AHHH!"

Beth gasped as milk sprayed out of her breasts.

"Milk?!" Ariana gasped.

"I'm…Lactating?!"

"So hot!" Kagura and I cheered.

The two of us laid her down and quickly latched on to a nipple. We sucked from Beth's tender nipples. The sweet liquid was so delicious. While Kagura and I sucked from Beth's breasts Ariana started kissing Beth. Once I had gotten plenty of Beth's milk in my belly I went down towards her crotch. I wasted no time pushing my dick into Beth's waiting pussy. She was so tight and i started thrusting.

"Oh yeah. Harder Lucy!" Beth begged.

While I plowed into Beth Ariana and Kagura kept drinking from the girls tits.

"It just keeps coming!" Beth moaned "There's so much. Suck harder!"

"It's so tasty." Ariana said "You're so sexy Beth."

"You look so cute with these big knockers." Kagura said.

I kept quiet while I rammed my dick into Beth. The breasts on my chest shook with each thrust and Beth's new tits wobbled around as Kagura and Ariana sucked from her leaky nipples.

"Oh Beth." I moaned "I'm…I'm gonna cum."

"Oh…Fill me!" Beth begged "Fill me with cum!"

I gave Beth a few more strong thrusts before I got pushed to my climax.

"Ohh! BETH!" I moaned as my cum flowed into her tight walls.

"LUCY!" Kagura and Ariana stopped sucking on Beth's nipples as milk sprayed out and got everywhere.

The four girls and I took a minute to catch our breath before I bent Ariana down onto all fours and stuck my dick into her warmth.

"HAAA!" Ariana moaned "It's huge!"

I started fucking the spider woman. I saw Kagura and Beth snuggle up and play with each other while I rammed into Ariana. I was already hard and turned on so I didn't take long to get close to my orgasm.

"Oh shit Ari…ARIANA!" I screamed out as my cum pumped into the woman.

"OH YES!" Ariana moaned as she had her own orgasm.

Me and the woman from Mermaid Heel laid down to relax. We all fell asleep quickly.

_Better tell Levy to book two more._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- Lucy's not the only Futanari. Let's take a look out how another Natural Futa got her start.**

**Till Next Time!**

 


	71. SS14- A Princess and Her Knights

_Italics indicate thinking_

_**I just read chapter 420…my brain might explode…sorry if this chapter feels rushed my brain just needs to get to the Author's Note** _

* * *

**Hisui's POV- A few years ago.**

My name is Hisui E. Fiore, the princess of the kingdom of Fiore. I'm considered a beautiful girl but I wonder if people would think the same thing if they knew what was really between my legs

A penis.

No I'm not some creepy prince cross-dressing as a princess; I'm a princess with both genitals. I come from a dying race called Futanari. There were two left, me and a girl by the name of Lucy Heartfilia, but the other died in an attack by Acnologia. So now it's up to me to carry on my people's line. There is only one other living Futa, a girl named Asuka Mulan-Heartfilia…but she's far too young.

The biggest obstacle to that is I've never had sex. It's not like I couldn't get someone…I mean I'm the princess but I want my first time to be special.

I want it to be with my knights, Cosmos and Kamika.

Those two girls have been like attendants to me since they joined the army. They work as actual knights but they spend a lot of their free time with me. I've always been to nervous tell them the truth.

But tonight that will change. I've invited the two to my room tonight. I was dressed in a silk robe that I planned to drop when the two came in…and hope they didn't go running.

"Princess?" Cosmos called as she and Kamika entered the room.

"I'm right here." I said standing up from my desk.

I walked over and game the two a hug. Kamika smelled nice and so did Cosmos. I liked the feeling of Cosmos large chest squishing into my body.

"Is there something you need Princess?" Kamika asked.

"Umm…yes." I smiled "There's something I need to show you."

"Of course what?" Cosmos smiled.

"A secret." I mumbled.

I pulled the sash on my robe and let it fall to the floor. I blushed and turned away but the two knights didn't say anything.

"I'm…I'm sorry." I said grabbing the robe and trying to cover myself.

Cosmos grabbed my hand and stopped me.

"Thank you for telling us…" she said.

"…But we already knew." Kamika added "We always have…"

"Princess why don't you take a seat." Cosmos said.

The two had me sit down, still naked. The chair felt cold on my bare skin.

"Princess…" Kamika said before stopping. Cosmos nudged her and the woman went back to talking "We have a secret to tell you as well."

"We were…umm…" Cosmos seemed to struggle to find the words.

"Just tell me why the two of you knew…about this." I said pointing at myself.

"Princess many years ago when they discovered you were the only living Futanari they put plans into action to ensure you could keep the race alive." Kamika explained.

"Seven years ago they selected two knights in training who were immune to the semen." Cosmos said.

"I take it that was you two." I asked.

"Correct." They nodded.

"We were meant to get close to you." Kamika said "And get you to impregnate us."

"We're sorry." Cosmos said "We were never meant to be you're handmaids, only your concubines."

"So…" I said "You two…aren't my friends at all?"

I was almost in tears. How much of my life had been manufactured or planned like this, did Father now?

"No." Cosmos spoke up "The time we spent together these last few years is real. We are your friends. The plan wasn't nearly as urgent once that Asuka girl came forward as a Futa…Lucy Heartfilia's daughter."

"Yes." Kamika added fiddling with her outfit "And if you are ready tonight, we can complete our original task."

"Of course." Cosmos said pulling her coat of "It is our job after all."

They were both naked in an instant.

"We have to have the Princess' babies!"

The two pulled me to the bed and pushed me down onto my back. Before I could even say anything Cosmos pulled me into a kiss and Kamika began to play with my lower regions. I moaned as Cosmos tongue explored my mouth and Kamika used hers to attack my penis. I reached out and grabbed a handful of Cosmos large breasts. They felt so soft in my hand.

Cosmos broke our kiss and went to help Kamika suck my dick. I laid back and groaned as the two licked all over. Kamika had my balls in her mouth as Cosmos put my penis down her throat.

"That's it." I moaned "Suck more…please…"

"Of course." They both smiled and went down faster.

I was moaning and groaning as the two licked and sucked various parts of my body while I grabbed and squeezed my own breasts.

"Oh…right there…" I gasped "More…I'm gonna…HAAA!"

I blew my load and shot cum everywhere. When I opened my eyes from my huge orgasm I saw Cosmos face covered in cum and some gunked up in Kamika's hair.

"Well then let's get to the proper part." Kamika smiled "I'll go first."

Kamika straddled my waist. I grabbed her hips as she lowered herself onto my cock.

"Ohh…so thick." She moaned.

"So hot and tight." I panted.

Kamika grabbed my tits and then started grinding her hips and bouncing up and down.

"Ah…ha…so good." I moaned "It feels so good."

"Don't leave me out." Cosmos whimpered.

I pulled the girl over and flicked my tongue over her nipple. I had always loved Cosmos big rack…it always looked so delectable, like little pillows of white splendor. Soon I was licking all over her marvelous chest as Kamika hopped up and down on my crotch.

"Oh Princess!" Cosmos moaned "You're so rough."

"They're just so good." I smirked popping on of her tits into my mouth so I could suck.

"Your penis is just as good as I imagined." Kamika said "I think I'm gonna cum already."

"Yeah…I feel something coming." I moaned "Cum with me."

Kamika moved her hips a few more times and I felt her get even tighter.

"Oh….oh….KAMIKA!" I exploded inside the girl and filled her with my hot seed.

The paper wizard was fair and got of my cock so Cosmos could have a turn I laid on top of Cosmos, our breasts smashing together my small ones easily overpowered by her large globes.

"Take me Princess." Cosmos smiled kissing me.

I slowly slid into Cosmos. I started thrusting my hips and sending pleasure throughout my friend. I shoved my face into Cosmos cleavage as I fucked her. I saw Kamika come over and put her pussy in front of me begging to be eaten out.

I flicked my tongue over her clit making her moan.

"Oh yes, more!" they both begged.

I increased my speed into Cosmos and pushed my tongue deeper into Kamika. The two felt great and made my body feel even better. I had barely started with Cosmos when I felt a familiar rush coming.

"Oh…ah….COSMOS!" I moaned as my cum filled her warm walls.

"PRINCESS!" Cosmos moaned.

The two laid there with me for a bit.

"So you two are supposed to help me make an heir?" I asked.

"Correct." Kamika said "but I don't think it will happen tonight."

"Why not?" I asked.

"We're not…set up properly today." Cosmos winked.

"Oh…well we've got years to try." I smiled "Although the chances would be higher with two futanari."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Demon AU Part Deux!**

**Futanari Lucy now has a spinoff**

_**Wendy, Carla and Chelia's Excellent Adventures!** _

* * *

_**Snakebit's Weekly Fairy Tail Thoughts (I guess this is becoming a tradition)  
** _

_**Chapter 420…Blaze it** _

**I like this chapter. It was a good check up on Lamia Scale. Wendy looked about the same…I think her chest was a tad larger, same with Chelia she look taller.**

**Now to the elephant in the room…**

**CATGIRL CARLA IS REAL!**

**It's just like I imagined…the hair, it was the length I predicted, the tail, the ears…only difference was that she wasn't as busty….but when I saw the panel I almost woke my roommate up with my yelp of excitement. (I'm starting to think maybe Mashima reads this…nah…right he can't…HMMM?)**

**The chapter….it's writing itself!**

**Still there was no Erza…I'm a sad panda.**

* * *

**TILL NEXT TIME!**

 


	72. Succubus Lucy Part 2

_Italics indicate thinking_

_**This is part two of the demon AU** _

* * *

**Lucy's POV**

I was loitering around on my throne observing my domain. Since Mira had forced us to go work a few months ago I had been getting back in the game. It was nice to get back in the field every once in a while. I was playing with one of my pets, Lamy.

"What's wrong?" I asked rubbing her ears.

"You never bring anyone back for me to play with." She said "I haven't gotten to use my lab in forever!"

"Fair enough." I said "I'll be on the lookout for a soul to drag down here."

As I finished my sentence the crystal went off showing that someone was trying to make a deal with me.

"I'll go." I said "Get the portal ready."

Lamy fired up the portal and I stepped into the human world. When I landed I was in a dark house…something was off.

"Lady Lucy."

I looked next to me and saw a half girl, half cat.

"Who are you?" I asked.

I saw the mark on her back.

_She's one of Envy's subordinates._

"I asked your name." I repeated.

"Carla." She stuttered.

"You're Wendy's assistant." I said "Why are you here."

"We got a call to be summoned." She explained "Why you?"

"I got a call as well."

_This is wrong, we both couldn't have gotten the same call…_

"Watch out!"

I pushed the cat to the side to dodge a beam.

_Holy Magic?!_

"We were tricked." I told the cat.

I saw the claws come out of her hands and she got on a defensive stance.

"Exorcist?" she asked.

"Most likely." I said "We know you're here. Come out and fight!"

Two girls walked out, one looked to be about 18 or 19, and she had pink hair and nice body. The other couldn't have been more than 15 or 16; she had pink hair as well.

"Look Chelia we really hit the jackpot. Lust herself has come." The taller girl smirked.

"They'll be so happy with us Sherry." The shorter girl said.

_They?_

"Hand me the artifact." Sherry said.

The started reciting an incantation.

"Do you know how to fight cat?" I asked.

"I'm Wendy's greatest warrior." Carla said.

"HA!" I thrust me hand forward and blasted a beam at the two exorcists.

My attack was blocked by some kind of shield spell. The cat Ran up and slashed around but the older one, Sherry, dodged.

"Sherry it's ready." I saw the tiny one throw something to the other girl.

I went to blast her but my whole body became ridged.

_I can't move!_

I looked and saw the circle under me.

_Sealing circles!_

I saw the card in Sherry's hand.

"A queen of hearts!" I yelled.

"The item used to seal Lust away." Sherry smirked before starting to recite a spell.

"AHHH!" I yelled in pain as I felt my body slipping away.

_She's gonna seal me!_

"HA!"

I suddenly felt the magic holding me down stop. Carla had shredded the card with her claws.

"Good job cat." I said hovering into the air "I'll finish this."

I let off a massive magic blast knocking the holy warriors out cold.

"I'm sorry I should have been paying attention and never let you get that close to being sealed." Carla said bowing.

"It's fine." I said "You saved me in the end."

_Now I'm gonna owe Envy one…_

"Grab those two we need to see Mira immediately…someone wants us gone…" I mumbled.

* * *

**A short time later.**

"They tried to seal you?" Mira said "This is most troublesome. I'll look into the matter and inform the other seats. For now I want you seats to stay in hell for a sometime as a precaution."

"Understood." I said "What about this two. We dragged them back with us."

The cat and I had brought back the two girls who tried to exorcise us.

"Do with them what you will." Mira said.

"Demons…" The little one was shaking.

"Carla." I called.

I picked up the little one and threw her at the catgirl.

"This is my gift to Envy, tell her this makes us even." I said dragging my new pet off.

"Thank you Lady Lucy."

I dragged Sherry by her hair.

"What are you?" I asked her "Why try and seal me."

She remained silent.

"If you tell me I might keep Lamy from turning you into a freak of nature." I told her.

"I just did what I was told." She mumbled.

"By who?" I asked.

"My church, the people who raised Chelia and I."

"Okay." I mumbled walking into my castle "Now sleep."

I waved my hand and she passed out.

_Are the humans and the angels planning to make a move...?_

I dragged my new hostage to the throne room.

"Miss Lucy I'm so sorry." Lamy bowed "I should have been more careful…I should have checked more."

"It's fine Lamy." I smiled "It worked out. Be more careful next time. By the way…I got you a present."

She looked at Sherry and smiled.

"Yahoo!" she cheered "I'll go get the lab ready! Do you have any requests?"

"No freaks." I said licking my lips "She's too beautiful for that."

"I'll come get you when I'm ready." Lamy said running off with her new toy.

* * *

**A few hours later.**

It didn't take long for Lamy to call me and tell me she was ready. I headed into her lab and found her typing away on her runic keyboard. Sherry had been stripped naked and dumped into a vat of liquid.

"Ah Miss Lucy we're all set." Lamy cheered "All I need to do is hit this button and you'll have a new servant."

"You didn't put anything weird in there did you?" I asked.

"Nope." Lamy said popping the P.

"What did you put in…?" I glared.

"They'll be no surprise if I tell you." Lamy smirked "Now Let's go!" she said slamming the button.

The vat holding Sherry bubbled and made whirring noises. I saw Sherry's unconscious body convulse as it was imbued with Lamy's concoction of Satan knows what. The noises stopped and the bubbles dissipated. The jar drained and Sherry was dumped onto the floor.

She coughed up a ton of fluid "What did you do?"

"You're gonna be Lady Lucy's newest slave!" Lamy yelled "I pumped you full of three different DNA's. You should start changing any second now."

"Just let it happen." I mumbled "You'll probably like it in the end."

"GAHHHH!" Sherry gasped as her body convulsed.

The first obvious change was that two dark feathered wings emerged on her back.

"Crow…" Lamy smiled.

Next her ears became round and floppy.

"Cow…"

"AHHH!" Sherry groaned as a cute little nub of a tail popped up above her ass.

"Bunny!" Lamy giggled.

"Is it done?" I asked raising an eyebrow "She looks pretty normal."

Lamy started whistling and scratching the back of her neck.

"Lamy…" I growled "What did you do?"

"I might have…"

I heard Sherry gasp and I looked back.

"OHHHH~!" she moaned as he breasts grew slightly larger and then another two sets started growing under them.

"You gave her multiple breasts!" I yelled.

"I wanted to try something." She pouted "I thought this would be fun."

I looked at the new Sherry; she had crow wings on her back, cow ears on her head, a bunny tail and a total of six large breasts.

_She is kinda hot…_

"I'll let this go Lamy…only because it turned out well."

I made my clothes disappear and walked up to Sherry.

"You made me some kind of freak!" she yelled.

"You look wonderful." I said squeezing one of her breasts.

I teleported us to my room and threw her on the bed. I shoved my tongue into Sherry mouth. I was already rock hard and my dick was itching for some relief.

"You're a demon now." I whispered "You're humanity is gone and you belong to me now."

I shoved my dick into her and started thrusting. Her six breasts were wobbling and smacking into each other.

"Ah…ah….ah…" Sherry was panting as I took her "It feels…"

"How does it feel to have you're new mistress fucking you?" I said kissing her neck as my dick grinded into her.

"It feels…good!" Sherry said "I've never felt so good!"

"Yeah." I said as I plowed her "You'll be getting it more and more my new slave. You can never go back, you belong to me now…say yes mistress."

"Y…yes Mistress." Sherry moaned as I broke in her new body.

"Good…time for your reward." I said as my balls slammed into her thighs "FUCK!"

I pumped Sherry full of cum and relaxed next to her.

"Umm what am I supposed to do about these?" Sherry said pointing to her half-dozen tits.

"I'll have Lamy get to work on some kind of shirt for you."

"One other thing." Sherry perked up "What happened to my cousin."

"I gave her to the Envy seat as payment for her subordinate saving me…I wonder what she'll do to her?"

* * *

**Wendy's POV**

"Hmmm I see." I mumbled reading over Carla's report "This is what she calls a gift…"

"Miss Wendy are you upset?" Carla asked.

"I wish I was as generous as Miss Lucy." I pouted "I want slaves like her to!"

"You have plenty of minions Wendy." Carla said "What would you like to do."

This girl was shaking on the floor. She looked terrified…I loved it.

"Leave her here I'll take care of it." I said getting up off my throne.

Carla left me and the girl there.

"Your name's Chelia correct." I asked her.

"Yes Ma'am." She quickly answered.

"Ma'am?" I looked down "I look younger then you…if you're going to call me Ma'am…I'll be Ma'am…"

I felt the corruption pulse through me and change my body into that of a glorious model.

"How did you…" Chelia gasped.

"The corruption in my veins lets me change between my two bodies. My old pixie form and my corrupted body. I look much better when corrupted."

"What…are you gonna do to me…"

"I'm thinking…" I told her "My corruption powers let me engineer all kinds of monsters…I have a perfect idea for you…my new pet."

"I just…I just want to go home." Chelia whimpered.

"You're in hell sweetie" I stabbed my fingernails into her back "You can never go home."

I forced some of my darkness into her body. She screamed as her mind was shattered by my powers. The first thing I did was age her body up to that of a lady not a child.

"You need something more…" I mumbled "Ahh!"

I added a little ship on the magic. I saw her pale skin get even whiter her screaming mouth stopped and fangs appeared in her jaw. I pulled my fingernails out of her back.

"How do you feel? My new vampire?"

"I feel…so powerful." Chelia said "But I'm so hungry…"

"You can't drink demon blood." I said "You can do the human kind…or eat like a normal person."

She attempted to look in the mirror but there was no reflection.

"I really am a vampire…" she said.

"Yes" I said touching her body "A very sexy one at that."

I pulled the girl into a kiss and began sticking my tongue in her mouth. I ran over her fangs not worried about changing…my powers prevent it.

"Ma'am." Chelia moaned "I feel so good."

"I'll make you feel even better." I said running my hand up her leg "I'll make you feel things you never imagined."

I stuck a finger inside her and rubbed her walls. She was already panting and moaning by the time I stuck a second finger in and then a third. She was shaking as I finger fucked her. She was almost falling to the floor as I held her and pleased her.

"Do you like this…being my newest minion." I whispered as I hit her g-spot and caused her to bellow.

"Ye…yes…"

"Good."

I laid her down on the bed and went next to.

_I'll need all the minions I can get my hands on…a war is coming…Heaven against hell…and if we're not careful…hell against itself._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Lucy has to meet her in-law.**

**Since this was in one of the AU I decided to do something different with Sherry. Let me know what you thought about it.**

**Note at 2:54 PM 2/18/2015- In the orginal upload i forgot that i made reference to Vampire Chelia in the last part of this AU. I've since gone back to part one and changed that to Bisca. It has no long term impact on the story so no worries.**

**Till Next Time.**

 


	73. Cornelia

_Italics indicate thinking_

* * *

**Lucy's POV**

Time continues to tick by slowly, I've kinda wanted something exciting to happen. The next big event will probably be the arrival of Cana's baby, she's due in just a few short months.

I looked over at Cana. She was sitting on the couch reading a magazine. Cana had really been swelling up these last few weeks. Every part of her seemed bigger and plumper. Since Cana really didn't like changing her outfits her engorged breasts were bursting out of her top.

"Any interesting stories." I asked taking a seat next to her.

"Tabloid junk." She said "Funny to see what some people care about."

I read over Cana's shoulder. She was right, there was nothing interesting. There was a story about Jenny in there.

_That reminds me I should dig up that old issue with her naked photos._

Cana grabbed my hand and put in on her stomach.

"Uhh what are you doing?" I asked.

"Do you feel it?"

"Feel what?"

"The baby." Cana said "I guess you can't feel her."

"Her? How do you know what it will be?"

"Must be a motherly instinct." Cana smirked going back to her magazine.

While we were sitting there the doorbell rang. I got up to see who was at the door. When I opened it there was someone standing there.

"Hey Lucy…Mira said I could find Cana here."

I slammed the door shut and walked back to the couch. I took a seat like nothing happened.

"Who was at the door?" Cana asked.

"Oh…just your dad…" I said.

It got really quiet.

"WHAT ARE WE GONNA DO?!"

Cana and I just sputtered out words for a few second before my front door exploded.

"AHHH!" we both yelled.

"It's rude to slam the door in someone's face."

"Jeez Dad you didn't need to destroy the place!" Cana yelled.

Cana stood up, using her hand to support her sore back "Hi Dad."

"Wow you got fat." Gildarts told her.

"Insensitive Jerk!" Cana slapped him "I'm pregnant you ass!"

Cana slapped her hand over her mouth in shock. The air suddenly got very heavy.

"Who…"

Cana pushed me forward.

"He…hey Gildarts." I nervously smiled.

_Here it comes…the end…I love you everyone!_

I braced myself for the incoming blast but nothing ever came.

"So…" Gildarts mumbled "You're one of them…"

"What the hell is that supposed to mean?!" I pouted.

"You're one of those Futanari people." He said "That or Cana's covering for some man."

"How did you know?" I said confused.

I took a seat on the couch with Cana and her Dad.

"Umm Lucy the door…" Yukino mumbled.

"I'll get Virgo to patch it up in a minute." I told her "Could you give us some privacy."

Yukino nodded and wandered off leaving the three of us alone.

"How did you know?" I asked "Most people thing Futanari are just a myth."

"Kid I've been all across the continent and back I've experienced plenty."

"Yeah plenty of women." Cana mumbled.

"Actually that's the point." Gildarts said "I've met one."

"Really you have." Cana said "who?"

"Your Mom…wait she didn't tell you."

"Wait Mom was…" Cana said confused "I'm not so I guess she never told me."

_Cana's mom was…I wonder if Hisui knew that…_

"Yeah well that's how I know." Gildarts said grabbing his bag "I'm going home to take a nap."

"Wait you're not gonna kill us for being irresponsible?" Cana said.

"I could never hurt you Cana!" Gildarts smiled "No I'll deal with the two of you after my grandkid gets here…Oh God I'm old!"

"Quit yelling your gonna wake the other two." Ur yelled from down the hall.

_You're not doing any better._

The ice mage peeked her head out to see who was doing all the yelling.

"YOU!" both Gildarts and Ur snapped "I remember you!"

The two recounted each other with the tale of how they defeated a snow monster or something. Cana and I took that opening to slip away. We locked ourselves in the bedroom and hoped no one would see we were gone.

"Well that went…better than expected." Cana shrugged.

"At least you're going to get to live, in three mouths I'll be a blonde puddle." I moped.

"Oh calm down." Cana hugged me "I'll talk my dad out of hurting you."

Cana took my hands and placed them on her belly.

"I need you here for us." She smiled "I can't have you running away from reasonability."

"Okay." I mumbled.

"What are you so depressed for?" Cana said looking at me "Do you want me to cheer you up?"

"I know what that means." I said "No…"

"Why it's safe." Cana said "You can have sex while pregnant I check with the Old Lady and everything."

"Cana…I…"

Cana started kissing my neck "This could be my only chance to feel this…they say it feels extra pleasurable to have sex while carrying. I even know the safe positions…Please Lucy."

"O…okay." I mumbled "We can try."

I feel like if I would have missed Cana stripping down in a flash. She actually looked really sexy all big and round like that. Cana got on the bed and crawled on top of me. She squatted over my dick and let it slowly slid into her.

"Ohh." She moaned "feels great."

I could feel extra weight then when Cana and I normally did this. Cana started moving her hips and I felt her body jiggle and flop around. Cana was moaning louder than normal and saying it felt better than usual.

"Ah Cana right there." I moaned as I heard her tits smack around on her chest.

"Lucy I can already feel it!" Cana hissed "Just a little bit more!"

I gave Cana a few quick thrusts when I felt her walls shift.

"OHHH! YESSSS!" Cana moaned loudly "SO GOOOOOODDDDD!"

When I finished I pulled out and shot my goo all over the bed.

"That was incredible." Cana said "Best sex ever."

* * *

**Three Months Later.**

It was late and I was lounging around the guild hall. There weren't many people there, Me, Mira, Cana, Erza, Wendy and Carla.

"You're due any day now right Cana?" Wendy asked.

"More like any hour." Cana said before a look crossed her face "Or right now!"

It took us all a few seconds to process what had just happened.

"OH CRAP!" we all yelled and started scrambling around to do what we needed to.

Wendy started preparing the infirmary with Mira's help. We sent Carla off to go find the Porlyusica and…Gildarts. Erza and I helped Cana into a bed before the others arrived.

"Today's the day." I smiled at Cana "Everything alright."

"I'm so nervous." Cana winched "What if something goes wrong."

I kissed her forehead "You'll do fine…everything will be fine."

"And you've got the greatest doctor in Fairy Tail here." Wendy said "I won't let anything happen."

"Since when are you the greatest?" Porlyusica said opening the door "Last time I checked I was very much alive."

"Grandine!"

I let Wendy and her mentor do their thing while I sat with Cana. I did the same thing I did back during the other babies' births, I held her hand and cheered her on the best I could.

"AHH!" Cana screamed "Lucy!"

"You're doing great Cana." I smiled "Just a little bit more."

"This is it Cana." Wendy said "One big push."

"HAAAA!"

Cana seemed to calm down and I heard cries from below.

"Great job." I said kissing her sweaty forehead.

"100% healthy." Wendy said handing us the baby "And Cana was right, it is a girl….and a boy."

"It's…" we both said stunned.

"Another one of Lucy." The old lady said walking out.

Sure enough our new arrival was double trouble down below. I looked at the new baby. She had a face and eyes like Cana, but this time.

"Blonde hair…YES!" I cheered.

"Don't yell you'll hurt her ears." Wendy scolded "What are you going to call her?"

"We picked out a name a while ago." I smiled "Cornelia…after Cana's Mom."

"Cornelia Heartfilia-Alberona." Cana smiled "Prefect."

"Can I see it now?" Gildarts asked.

I held the baby up "Here see….great now scram."

"Lucy!" Cana snapped "Don't be so mean…come here Dad."

I smiled at them…my family had gotten even bigger again…the thought of a big happy family made me smile.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you like to see in the future.**

**Next Chapter Hint- Lucy has the Dragons who really need her "Assistance"**

**Till Next Time!**

 


	74. Dragon Slayer Trio

_Italics indicate thinking_

* * *

**Lucy's POV**

After a few days in the infirmary it was finally time to bring Cornelia home. I didn't care about anything else but getting the little girl into bed. She's only a few days old and I can already tell Cornelia's gonna be like her mother, loud and fussy.

"Hey don't pull on Mommy's hair." Cana told the baby "She's awfully active for a four day old."

"Imagine what she'll be like when she's two." I sighed opening up the door.

"Welcome home!"

There was some kind of big party inside my house. A bunch of the girls were having a welcome home party. There was cake and sandwiches. Happy was playing with the other two kids and Asuka.

"Happy don't put the toys in your mouth." I scolded.

"But…but Aqua was…" she whimpered.

"She's a baby she doesn't know better." I said picking up the blue haired girl and her brother "And any way it's late it's time for them to go to bed."

Happy followed me to the babies room while I got them all set up in their cribs.

"How long till they talk?" she asked.

"They're only six months old." I shrugged "Awhile I think. Probably about another year or so, they should be crawling soon."

"Oh okay…babies are kinda fun." Happy smiled.

"Yeah I guess they are." I said hugging the catgirl "You're the best Happy. They really like it when you play with them."

"Thanks, it's no big deal." She smiled as I ruffled her short hair.

"Where's Natsu?" I asked.

"I don't know." She shook her head "Last time I saw him he said something about having to go someplace with Wendy and Gajeel."

"Yeah I haven't seen Wendy most of the day either." Carla said walking in.

"Hmm that's odd." I wondered out loud "Maybe I should look into it."

I went out, grabbed my coat and headed out the door. I went around Magnolia looking for the dragon slayers. It wasn't like them to not show up for a party or tell Carla and Happy where they had gone.

After spending a few hours outside I had given up my search, I had to hope they were alright and not having any problems. I unlocked my door, hung up my coat and decided to go to bed. I headed down the hall to my bedroom. I passed by the babies' room and found Rex and Aqua asleep, cuddled up with the two catgirls who were watching them when I left. I picked up the kids and put them in their cribs, and I covered the cats in a blanket.

After that I went back to my room. There were some strange noises coming from my room. When I opened the door I saw Natasha, Gabby and Wendy on my bed touching and kissing each other.

"So here you are." I said letting them know I was there.

"Oh thank God!" Wendy yelled "We've been waiting forever!"

"Why?"

"We need some…relief." Natasha whined.

"Umm okay but why make such a big deal out of it all you had to do was ask." I told them "Or better yet help each other, you two are men."

I looked at the three girls, their faces were beet red and they were panting.

"My head is too cloudy." Gabby said "I can't focus to switch back."

"My body is on fire." Wendy said "I can't get anything but sex out of my head."

"I'm so wet and horny! Please Lucy!" Natasha whined "Just fuck us and calm it down!"

"Yeah okay." I said

_Maybe this is some kind of Dragon Slayer relax…like a mating season or something?_

The three of the were squirming all around and I decided to go to Gabby first because she was closest. She was laying with her chest up and I popped one of her massive tits into my mouth and shoved my dick into her hole. She was much wetter, tighter, and warmer than usual.

"OH YES!" she screamed as I started plowing her "That's it!"

I watched her massive chest sway around as I rocked her body with my hard dick. She seemed to be calming down as I delivered pleasure.

"Hurry up." Wendy begged squeezing her own large breasts "I need some to."

"I'm trying." I told her "wait your turn. Why don't you do what Natasha is and stick some fingers inside yourself."

"What do you think I've been doing all day!"

I grunted and kept going at Gabby. She was moaning very loudly biting at my neck.

"So good, so close." She whined "I think I'm gonna…HAAA!"

I spewed inside the Iron Dragon and moved on to Wendy so she'd calm down next. As I slid into Wendy I saw Natasha with a head in her pillow and her fingers shoved up her snatch.

"Please Lucy harder!" Wendy begged I need it!"

I grabbed her hips and thrusted aggressively. Today she was tight but it seemed like recently Wendy's walls had been getting looser and looser, I was curious at just what she had been up to.

"Oh yeah, oh yeah!" Wendy moaned rubbing her own clit as my dick rammed into her "More!"

"Here it comes." I warned.

"OHHHH!" Wendy moaned as my seed seeped into her.

I slid out and went to go do Natasha but apparently I had been beaten to the punch by Gajeel.

"OHH! YEAH!" Natasha moaned "Fuck yeah!"

Gajeel was quiet like always as he had sex with the pink haired girl. I waited for the two to wrap up and Natasha went back to being Natsu. I pulled the fire dragon into a deep kiss.

"Why don't you do me now?" I told him.

Wendy had long since gone to sleep and Gajeel seemed to be slipping into the night's grip as well.

"Sure." He smiled laying me down.

I wrapped my hands around Natsu's neck as we kissed and he slowly entered me. I let out a soft moan as his tongue explored my mouth and his big dick did me.

"MMMMM." I moaned as I ran my hands over his muscular shoulders.

I used my delicate fingers to explore every inch of Natsu's toned body while me loved me.

"Lucy I'm gonna…"

"Do it." I whispered "Fill me with you hot cum."

I heard Natsu grunt and I felt his sticky spunk enter me. The two of us laid there, snuggling. Natsu was the first to fall asleep. I looked at my other two Dragon Slayers and smiled.

"I don't want this to ever change…Everyone together like this…my life is in a good pace right now, nothing could get me down."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- We're doing the Movie next time**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 421- Wendy and Chelia** _

**Chapter was alright. I got the same vibe I got from the most recent One Piece Chapter. This was a chapter to set up events for next week. I think Wendy and Chelia will deal with the dark guild while Natsu wants to get in but Lucy stops him to let Wendy have her moment.**

**I'm almost positive that Wendy will leave with Natsu and Lucy. She doesn't want to leave Chelia alone so a small part (The Wendy X Chelia shipper) in me thinks she might invite her friend on her adventure with her.**

**Still no Erza…sigh…hopefully soon.**

* * *

**On another note I just got caught up on Seven Deadly Sine (Both Anime and Manga) I like it I highly recommend it.**

**Till Next Time!**

 


	75. Pheonix- Eclair & Harpy Momon

_Italics indicate thinking_

* * *

**Lucy's POV**

We had just gotten back from a job in a seaside town. I had come close to catching the bandit but I only ended up letting everyone down. Once we arrived in Magnolia I broke off from the group to go home and see my babies. When I was walking down the street I passed by a woman. She had long brown hair and an attractive body. I was stunned that when I turned back she had slumped over and fallen to the ground. I went to help her and brought her to the guild for some emergency treatment.

I turned out all that was wrong was that she was hungry. We found out her name was Éclair and that she was supposed to go to someplace called the Boundary Forest. Natsu and I offered to go with her and soon the whole team was in on the journey.

We stopped in a town called Rose Garden on our way there and we were attacked by some strange man. I the heat of the moment I did the only thing I could think of and ran out into the street while calling Natsu for help. When the two arrived to chase after the man I was left alone with Éclair. By the time Natsu and Gray got back I stood up to talk to them…not realizing my towel had fallen off…and as such I flashed Éclair and her little bird friend…that was awkward.

The forest was a place of nightmares with monsters around every turn. But after traversing it we came across a small ruined hut. Once we had inspected the place we found a lacrima with a message. It was from Éclair's father but it must have been very old because he was long gone. Éclair got quiet after that and seemed to be keeping to herself. I went up to her and told her my story.

"I lost my dad about a year ago." I said "I wasn't able to say goodbye."

I hugged her and did my best to be her friend.

"Thank you…" Was all she said when she calmed down, after that she asked the guild to look into the stone around her neck.

We of course agreed with her request. We all packed it up for night saying we'd head back to the guild first thing in the morning. I was struggling to fall back asleep, I couldn't get comfortable. I got up and took a bit of a walk out to the nearby meadow. I sat in the grass and played with the blades of grass.

"Trouble sleeping?"

I turned around and saw Éclair was walking up to me.

"Yeah. You?" I asked.

She nodded and took a seat next to me. We chatted for a bit about stuff, mostly me telling her stories since she had no memories of her own.

"After this we'll have to make you some really good memories." I smiled.

"I suppose so." She smiled back.

I scooched closer to Éclair "Have you remember anything else recently?"

"No just…blurry pictures."

"I'm sure they'll come back." I smiled "I'll do all I can to help you."

"Thank you." Éclair said.

"You won't be the first amnesiac I've helped remember." I told her.

"You have." She asked "Who and How?"

"Oh Kinana." I told her "But the how…"

I blushed thinking back…

"Oh…I see." Éclair nodded.

"You do?"

"I did see you last night."

"Ah right…" I mumbled.

Éclair moved a little closer and then I was stunned when she smashed her lips forward and began kissing me. I was shocked at first but then I held her chin and kissed back. I didn't know why Éclair was kissing me…and I didn't care. Her lips were so soft and she was so soft.

Our kiss broke and we looked into each other's eyes.

"E…Éclair…" I said getting close to her again "I want…"

Éclair moved closer and I could feel her breath on my lips.

"Lucy…I want you to…"

We kissed again and I slowly started to undress her and myself. The tingles running through my body as I kissed Éclair reminded me of the time with Flare, it was something more than just attraction.

Soon the two of us were naked and I was on top of Éclair. The grass below me tickled my toes and I touched Éclair's body.

"Please…Lucy…" Éclair panted.

I kissed her lips "Anything for you…"

I slowly slid into Éclair and moaned at her warmth.

"Oh Lucy…you feel so good." Éclair whispered.

"Éclair." I whispered as I slowly rocked against our bodies.

The only other sounds besides our moans were the insects of the forest buzzing and whistling. Éclair wrapped her arms around me and held me close as I drove into her.

"Lu…cy…this is incredible." Éclair gasped.

"Éclair…I'm going to…"

"Please Lucy…I want this…I want you."

I gave Éclair a few more soft thrusts before I felt her walls shift and my balls clench.

"ÉCLAIR!" I moaned as my semen flowed into her.

"LUCY!" Éclair groaned biting her lip.

The two of us separated and laid in the soft grass staring up at the peaceful night sky. Éclair said nothing and moved her body down towards my crotch. She slowly licked the tip of my penis before taking it into her mouth.

"Do you remember anything?" I asked.

"No…" she said "But that's not important right now."

Éclair went back to sucking me while I relaxed and moaned every once in a while.

"Oh yes Éclair…that feels so good." I mumbled as she slurped down more of my thick rod "Just a bit more."

"Mmmmm." Éclair hummed.

"ha…ha…Oh…here it comes…" I groaned and Éclair started gagging on my cock "OHHHHH!"

Cum spewed out and covered Éclair's face.

"Wonderful." She smiled.

"Sticky…"

Éclair and I both gasped and looked behind her to see her little bird creature with my cum in its feathers.

"Oh dear…" I sighed.

"Momon…"

The bird morphed before our eyes. A body formed long blonde hair like mine, heavy breasts, beautiful curves and folds. Her right arm had a tattoo the made it look stitched on. Finally feathers formed on her arms and made it look like she had wings.

"This is strange." The bird girl said touching her breasts.

"What happened?" Éclair asked.

I explained what had occurred while I checked out the new girl. I ran my finger though Momon's hair and touched her feathers. I turned her chin and slowly placed my lips over hers.

"You're so cute." I said touching her body "I want you so much."

I ran a finger up her leg and brushed over her warmth. Soon I had the little birdie on the forest floor and I was ready to enter her doggy style.

"This might sting a bit." I told her as I forced my cock into her tight pussy.

"AHH!" Momon groaned as I stretched her out.

Éclair came up and kissed her pet as I slowly began slamming my crotch into the bird's ass. Momon had a nice cushy ass that felt incredibly soft as I squeezed it.

"Oh…that feels so good!" she moaned as I rammed into her from behind.

"You're so tight." I hissed "I feel great…you two are the best."

I gave Momon a few more strong thrusts and soon I was at the edge, ready to blow.

"Oh…oh…yeah…HAAAAA!" I moaned as I pumped the feathered girl full of my hot cum.

The three of us relaxed in the meadow. I told the two about the true nature of my friends before I finally felt sleepy. I went back to my tent and hit the hay.

* * *

**Some Time Later.**

Once we got back to the guild we got attack. Some people came and took Éclair. I begged Master to let me go after them and he agreed, even sending a small group with me. By the time I got there some guy was using Éclair's magic stone to revive a giant monster. We got there in time to break Éclair out from certain death. Despite clearly having been in a fire she showed very little signs of damage. Momon wasn't as lucky, she was pretty burned up but I hoped that Wendy and Chelia could help. Natsu went off to deal with the bad guys and I took Éclair and her bird with me to safety. There were a few close calls but it appeared we were in the clear.

At one point it seemed like all the magic in the air and in our bodies was being forcibly extracted.

"The Phoenix is gathering power." Éclair explained "Once it reached full capacity it will destroy everything."

"Then you understand why it must be destroyed."

"Master!" I gasped as he surprised me.

"Yes but how?' Éclair asked him "The sealing method was lost with Fire Village."

"That isn't true." Master said.

He explained that Kalard had giving his arrow used to kill the Phoenix to the council.

"You understand that this will kill that beast." Master said "…and anyone who drank it's blood. Erza will shoot it when I give her the signal."

"No…Erza wouldn't do that…" I mumbled.

"I choose not to tell her of that…I will accept the responsibility of this choice."

"Go ahead." Éclair told him.

"No!" I begged her "That will kill you!"

"Lucy." Éclair touched my cheek "I've lived a long time…I just want to rest now…"

"No…please!"

I saw a streak of light in the sky and by then it was too late…Erza had already fired.

"NO!"

The monster died but somehow…it didn't take Éclair with it…she only passed out. I had my suspicions why but, I didn't care…I just wanted to go home. I could feel Master giving me a look, I wasn't sure if it was disappointment or a look of questioning.

Again I didn't care…I just wanted to go home.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns**

**Suggest who you'd like to see in the future.**

**I debated with myself about keeping Éclair and Momon around and decided…fuck it why not.**

**Next Chapter Hint- Side Chapter next time, Three of Lucy's girls get into some Shipping Wars.**

* * *

**Also I recently updated the Spinoff (Wendy, Chelia and Carla's Excellent Adventure- Chapter 2 stars Carla and Happy)**

**Sometime little story bits may be dropped there so you might want to check it out. That Spinoff does take place inside the Futanari Lucy cannon so it may get referenced in this story as well.  
**

**For example in this week's chapter I allude to some events that will take place after the next series of side Chapters.**

**Till Next Time!**

 


	76. Beauty Pagent Part 1

_Italics indicate thinking_

**This Side Story takes place right after the Éclair chapter.**

* * *

**Mira's POV**

I was getting ready to open up the guild one morning when six girls came running up to me screaming.

"MIRA!"

Natasha and Lisanna, Juvia and Gracie, and Levy and Gabby. The three boy girls looked like they had been dragged her.

"Big sis tell these two Natasha is way hotter than the others."

"It's obvious Gracie-Sama is the true winner."

"As if. Gabby would wipe the floor with those two."

"Mira help us." The other three begged.

"I have to open the guild." I told them "Let's talk inside, but quickly before more people get here."

I got the bar ready while I listened to their problem. Apparently the three boys had been having an argument like usual. The girls stumbled upon them and tried to settle it by using the female forms as a metric, which only made things worse.

"So then Mira who's the cutest." Levy asked.

"I'm not getting involved." I told them "But if you three want to settle this so bad I have an idea."

"What?" they all asked.

"We can have a little contest, like a beauty pageant." I smiled "I'll get some judges and we'll let the girls compete and see who we think is the best. And you three can be their coaches."

"That doesn't sound like a terrible idea." Juvia mumbled.

"Hold it!" Natasha yelled "If this is gonna be a contest their needs to be a prize."

"Well…" I thought "I guess the winner and the coach can go shopping on me this weekend."

"Really?!" Lisanna asked.

"Sure, and the losers…are mine for the day."

The six of them talked it over and agreed to my little contest.

"Come back here tonight after the guild closes for the day and we'll get started." I told them "A few quick rules.

One- No nudity on stage

Two- Only one girl on stage at a time.

They'll be four rounds, Casual attire, Swimsuit, formal, and magic/talent."

They all accepted and ran off to spend the day preparing.

"Where were they off to in such a hurry?" Kinana asked walking in.

"We're gonna be having a contest tonight." I told her "I could use a few more judges."

* * *

**Natasha's POV- with Lisanna.**

Lisanna and I were at my house going through my closet. We had already picked out my swimsuit and casual attire and found what I was gonna do for the talent portion, now we were looking for some formal attire.

"I'm surprised you have so many dresses." Lisanna said digging around my closet.

"It's only like three." I shrugged "And they're not super formal."

Lisanna helped me into a few of the dresses while I tried them on. She gave her feedback and we settled on a long pink one that matched my hair. I stepped out of my chosen attire and adjusted my bra.

"You know." Lisanna smiled at me "You really are cute like that. I never thought my childhood friend would end up like this."

"Lisanna is something wrong?" I asked.

She blushed "I guess I never expected the boy I had a crush on to be such a cute girl."

"Oh." I looked at myself "Thank you…"

"Do you really like it?" she asked touching my skin "Being a girl."

I nodded slowly "At first it was weird, but now it's so natural…I feel weirder as a guy now."

Lisanna had a look on her face "That's…hot…"

Lisanna and I were standing very close; when she inhaled I could feel her sweater rub against my bra as her chest rose and fell.

"Lisanna…" I whispered touching her chin.

"Na…Tasha…" she drew closer.

Our lips slowly touched and we embraced. She felt so soft as we fell back on the bed. All these years we had been attracted and now it was coming out all at once.

"AH!" she moaned as I kissed her neck.

I felt Lisanna reach back and undo the clasps of my bra while I lifted her sweater off. She moved her body and began sucking on my large breasts.

"They're so big." Lisanna hummed as she groaned my chest.

"Hmmm." I hissed "I love my big tits."

I moved my hand down and started moving my fingers into Lisanna.

"HA!" she bit her lip as she moaned "So perfect."

I aggressively squeezed Lisanna's breasts as she played with mine. I kept thrusting my finger in and out of her.

"Oh Natty!" she cried "You're fingers are so good!"

"You're not too bad yourself." I moaned as she played with my chest.

Lisanna and I rubbed against each other as my fingers explored every inch of her insides and made her squirm in pleasure.

"Oh Natasha." She moaned "I'm gonna…"

I fingered her even harder and I felt her nails dig into my shoulders.

"OHHHHH!"

Lisanna's pussy exploded and covered my hand in her sweet nectar. I licked my hand clean and grabbed a towel. Lisanna was on the bed, her sizable breast heaving as she breathed.

"I gonna shower before tonight." I winked at her "would you like to join me?"

* * *

**Gracie's POV- with Juvia**

Juvia was really into this contest. Since I barely had any girly clothes we actually had to buy stuff.

"We already have most done we just need a swimsuit." She said taking me to a store.

"Do we really have to do so much?" I asked "Maybe I can just borrow one from Ur."

"No Gracie-Sama needs a swimsuit all her own." Juvia said "When we go to the beach soon you'll need one."

"Who said I wanted to go…and even like this." I gestured to my body.

"Gracie-Sama can act tough all she likes." Juvia smiled "but Juvia knows her…and Juvia can tell she likes looking like that."

"Wah…no…" I mumbled "I don't like…this…" I said poking my breasts.

Juvia just hummed as we walked the aisles of the beach themed store. Juvia picked out a few different suits and ushered me into a changing room.

"I think this is the best so try it on." She said handing me a dark blue sequined bikini.

"Umm okay."

I locked the door and started to get undressed. I slowly slid my panties off and stepped into the trunks.

_This is so weird…_

I pulled off my shirt and took my bra off. I got the top on and tied the strings around my neck. I looked at myself in the mirror. I looked really sexy.

_I…like it._

"Is everything alright?" Juvia asked.

"Uhh….yeah I'm fine." I told her.

I looked at myself in the mirror, my breasts and cleavage looked delectable, my long legs and cute butt were well shown by the bottoms. My entire body tingled…I felt so right…

_Juvia was right…_

I sat on the bench in the room and looked at myself. I was such a cute girl.

_Natsu and Gajeel love being girls, hell flame brain spends more time like this then as Natsu. Maybe it's not a bad thing to like it…to enjoy a life like this._

My hand slipped into the bottoms of my bikini and I felt my delicate fingers brush over my clitoris.

"Hmmm." I hummed at the sensation.

_It feels so good._

My right hand went up and began playing with my breasts and nipples while the left rubbed my folds and clit.

"Oh…" I let out a soft moan "This is great…I love this feeling…"

I pinched my clit and fingered myself harder as the sensations built up.

"I can't take it…" I bit my lip "I'm gonna….HAAA!"

I pulled my hands out of my bikini bottoms and brought them towards my face. It smelled so sweet. I stuck a finger in my mouth, I tasted sweet to.

I looked up, my eyes half lidded. I saw Juvia standing there with a smirk on her face.

"You were…right…" I panted "I do like it…that's not true…I love it…"

Juvia walked up and kissed me.

"Now we have to buy this one." She giggled.

Juvia pulled my bottoms off and quickly ran her tongue over my folds.

"Ohh…" I hummed.

"Gracie-Sama tastes so sweet." Juvia cooed as she flicked her tongue over my clit.

"Juvia…" I hissed.

Juvia shoved her tongue into me and started eating me out. It felt so good to have her licking me. I put my hand on her head and shoved her face deeper against my pussy.

Juvia's tongue was exploring every inch of me and I felt like I was going to explode.

"Ah…ah…Juvia I'm gonna…."

Juvia gave a long lick up my folds and I had my orgasm.

"JUVIA!"  
I relaxed as I let my mind calm down from its pleasure high.

"We should hurry we need to get Gracie-Sama ready for the show." Juvia smiled.

* * *

**Gabby's POV- with Levy**

Shrimp had been a help in getting ready for this contest.

"You're talking this awfully serious." She said.

"If it's a contest against Salamander and the stripper I want to win." I told her taking off my shirt to try on another "No too plain…"

I heard Levy giggle.

"What's so funny?" I asked over my shoulder.

"Nothing, just that the first night when I saw you become that you hated it…now your picking out outfits and competing in a pageant."

I just grumbled at her.

"You make a cute girl." She said walking up to me "Do you like it?"

"Like what." I said changing my shirt again.

"Being a girl silly." She said.

I just shrugged my shoulders "It's alright…I guess."

"What's your favorite part?" she asked wiggling her eyebrows.

"Nothing…" I mumbled taking another shirt off.

"You can tell me." She said grabbing my tits though my bra.

"AH!"

"It's these big knockers isn't it?" She said "Even with a good bra I bet they bounce all over with every step. Biggest in the guild, H-cup were they?"

"Stop…it…" I moaned as she played with the piercings on my nipples.

It was so awkward being shorter than Levy. She was groping my tits and pulling them out of my bra.

"You're so sexy." She whispered "Don't you think?"

"Ye…yeah…" I panted as she squeezed my body "I'm…pretty hot."

I looked over my shoulder at Levy, my face hot with passion. She reached forward and started kissing my. She had me lay back on the bed while she played with my massive tits.

"These things are like pillows on your chest." She said "I feel flat chested again just being near them."

Levy moved around, lifted her skirt and moved her panties. I got the message and leaned forward and licked her pussy. She let out a soft moan as my studded tongue hit her folds.

"That piercing feels so good." She moaned "Lick harder.

I probed deeper and deeper into Levy and she mumbled and moaned. She dug her hands into my hair as I licked her.

"Oh…yes…I'm so close…" she cooed "Your tongue is unbelievable!"

I licked faster and so Levy's hips were shanking and she was practically screaming.

"Oh…oh…YESSSSS!" she screamed as my face was covered in her juices.

She pulled me up and kissed me.

"We better get you cleaned up we need to leave soon."

* * *

**Mira's POV- Fairy Tail Guild Hall, just after midnight.**

I had invited everybody in Lucy's harem to come watch this little pageant we were having, even Lucy had turned out.

"Okay." I cheered to get the crowd's attention "Is everyone ready to see some sexy ladies parade around?!"

"Yeah!" they all cheered.

"Let me introduce your five judges. First off I'm Mira; next we have Kinana, then Jenny, Coco, and last but not least Michelle."

The crowd cheered for the judges.

"We'll do this nice and easy." I told the crowd "At the end of each round the judges will decide a winner, whoever wins the most rounds wins. If we're all set let's get started."

The lights turned down.

"The first category is Casual." I announced "Our first entrant is Natasha!"

Natasha came out from behind the curtain and stepped down the runway. She was wearing a graphic tee with the guild symbol on it and a pair of blue bellbottom jeans. She did her walk and turn and headed back behind the curtain.

"Next up is Gracie."

The ice mage stepped out in a beautiful white sun dress and hat. The dress was laced at the bottom and stopped just above her knees. Gracie turned away and headed back out behind the curtain.

"Last but not least Gabby."

The black haired girl walked out in a gray V-neck sweater and a pale blue skirt. The top showed an ample amount of cleavage and you could just the edges of her bra. She hit the end of the runway, spun and turned around.

"The judges will now convene and render out decision."

We whispered amongst each other.

"There was the perfect amount of cleavage..."

"The dress was different than the others…"

"Natasha was simple yet special."

We broke our small huddle.

"With a vote of 3-1-1" I announced "The winner of the first round is….Gracie."

There were cheers and clapping while we sent the girls off.

"The next round will be swimsuits!" I cheered.

We waited until the girls were ready and the music kicked back up.

"Up first it's Natasha!"

The pink haired girl trotted out in a stunning fire red two piece. Her body bounced and jiggled as she stepped down the end of the runway. When she reached the end she struck a pose and pushed her large breasts up making them look even better. She went back towards the curtain and we watched her ass wobble with each step.

"Next it's Gracie!"

The girl walked out in a sequined blue bikini. She looked incredible as she stepped out crossing her long legs one over the other with each step. She reached the end dropped to her knees and made a sexy face while making a centerfold-esque pose. Grace got up and walked off the stage.

_For girls who have never modeled before their doing great._

"And wrapping it up, Gabby!"

The Iron girl walked out in a tight, black one piece. Her breasts were tightly constricted by the suit. She walked to the end, her hips swaying with each step. She looked like she had a serious camel toe going to. She reached the end and laid down on her back while looking right at us and making a sexy pout. She got up and walked away and we saw that her ass was almost eating the suit.

"That one piece…" Jenny said "It accentuated her curves without exposing so much, talk about teasing the imagination."

"Natasha was so bouncy." Coco said.

"The shimmer off Grace's outfit was nice." Michelle said.

We broke our meeting and got ready to announce the winner.

"The winner of the swimsuit round with a four votes is…Gabby!" I cheered "We'll now take a short intermission for the girls to prepare for the formal round."

We had to wait about ten minutes but soon they were ready.

"It's now time for the formal round. First, like always it's Natasha!"

Natasha came out with her hair up in a bun. She was wearing a long pink dress with a feathery trail. Her make up looked expertly done as was her hair. Most of her chest was covered but one leg was exposed. She reached the end and turned to leave, her train trailing behind her.

"Number two come on out, Gracie!"

Gracie walked out in a strapless dress, with gloves covering her forearms. Her dress was low cut and some of her smooth chest was visible, nothing that broke the rules. Gracie reached the end of the end of the runway, turned and spun…and then proceeded to get undressed.

"I said no nudity!" I yelled "You're Disqualified for this round!"

"Huh?" Gracie looked down and saw she was naked "Eep!"

She dropped and covered herself. Juvia came out with a robe and ushered the girl off the stage.

"Now that we've gotten that out of the way…our final competitor for this round, Gabby!"

Gabby came out in an orange gown covered in lace. She slowly reached the end of the runway before turning and going back like nothing had happened.

"Well we only have two to judge this time." I said "So we'll be quick."

We had a quick discussion and announced the winner.

"The winner of the formal round with a vote of 3-2 is…Natasha!" I said "The contestants are tied with one point apiece, the final round, talent and magic, will decide the winner."

"First Natasha will show us her magic by shooting the targets on the other side of the room."

The girls had changed back into casual outfits. Natasha got ready and Lisanna threw up some targets and Natasha shot each one down with a bull's-eye.

"Next Gracie will make us some Ice Sculptors."

Gracie put her hands back and unleashed some magic. Some statues of herself, Juvia and even one of me appeared on the stage.

"And finally Gabby will…Uhh…sing a song."

The big breasted girl sat on a stool and strummed a guitar. She played a few cords and then began to sing. We all were prepared to cringe but unlike the terrible scratches Gajeel called a voice, Gabby sang like a siren. Every verse out of her mouth was like liquid velvet…beautiful music.

Once she finished her song the audience applauded. The judges grouped up to choose our winner.

"The winner of this round and the whole pageant is…" I paused for dramatic effect "GABBY!"

The crowd cheered and applauded for the victor.

"That means Levy and Gabby will get to go on a shopping spree courtesy of me!" I told them.

The crowd calmed down and the rest of the night was spent relaxing and talking.

"And don't forget." I told the four losers "We're going to have so much fun tomorrow."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter Hint- Part two of this little side story.**

**Till Next Time!**

 


	77. SS16- Beauty Pagent Part 2- Rewards

_Italics indicate thinking_

* * *

**Gabby's POV**

Having won the shopping spree Levy and I were allowed to go shopping courtesy of Mira and her gold card. The first place we went was to the beach store. Levy had been planning the beach trip for Lucy and said she wanted to get herself a new suit before we left.

"Why don't you try a bikini on." She suggested.

"Do you have any idea how hard it is to keep these things in a bikini?" I asked.

Levy threw a black and gold bikini and sarong at me

"Just try them on…for me." She pouted.

I took the swimsuit and started to get changed. My tits felt so cold when I took my bra off and started to try and get my massive knockers into the cups of the bikini. Eventually I got it on but even then my tits were exploding out the side and when I bent over to but the bottoms on they fell out.

"This is why I wear a one piece." I told Levy.

"Yeah I see." Levy smiled looking at herself in the mirror.

I got out of the bikini and started to get my clothes back on. I ran my hand over my pierced nipples before placing my big bra over them and squeezing my tits into their support. I got the rest of my clothes on and Levy paid for her new suit.

We hit up a few other stores but I didn't buy much, just a shirt or two.

"Do you mind if we stop in here?" I asked as we passed a lingerie store "I Uhh…need some stuff."

"Not a problem." Levy said even going so far as to open the door for me.

We scoured the aisles till I found some nice stuff. I headed to the dressing room to try it on. I had picked out a black lace set. The panties fit no problem but now it was time for the real test, would the bra be able to contain all my tit flesh.

"Why do you want a lacy bra?" Levy asked as I unhooked my current undergarment.

I felt the weight of my body shift forward as my tits were freed from their prison. The briefly wobbled before settling in a neutral position.

"I just do…" I told her.

I got the black lace ready before bending over to clip it in the back. When I stood up straight I had to reach inside to adjust myself. I straightened the straps and gave the bra a few good tugs to make sure it could handle me.

"It looks good." Levy nodded.

"I think I'm gonna get it…" I told her "Hey what do you think Mira's got the losers doing?"

"Probably something for her amusement." Levy said.

* * *

**Mira's POV**

"That's it…" I cooed "She likes it…"

I smirked as I watched a lingerie clad Natasha singe my sister's bare butt.

"It's so hot." Lisanna moaned "I'm sweating…"

"I'm sorry." Natasha told her.

"Okay Gracie it's your turn." I said.

The ice mage stepped up and started to cool Lisanna off. Now Lisanna was shivering and making her body quiver all around.

"Juvia rise her off." I commanded.

Lisanna was blasted in the face with a torrent of water. Now Lisanna was all wet and her but was in different climates. I was sitting in my chair watching the little show I was coordinating. Lisanna was the only one who was naked the others were in their underwear.

"Come here sister." I waved her over and pulled her into a deep kiss.

I broke my kiss with my sister, my hand still in her wet hair.

"You two." I pointed at Juvia and Natasha "Make out."

Juvia went up and to Natasha and started kiss her. I waved Gracie over and grabbed her big boobs. I had her and Lisanna on their knees while I shoved their heads into my crotch. I saw Juvia and Natasha had stripped down.

"You two bring work on them while they work on me." I said.

Juvia crawled up and licked Lisanna while Natasha started to eat out Gracie. I heard the two licking me start to moan as their pussies were stimulated. The moans and hums made me feel even better. I watched Lisanna and Gracie's tongues swirl around my clit as they licked. Natasha was spreading Grace's cheeks as she went deeper and deeper at her friend's pussy.

"Juvia come here." I said.

I pulled Juvia into my chest and made her suckle on my tits. While she sucked I moved my fingers down and played with her dripping pussy.

"Mira…" Juvia moaned against my breasts.

"Don't talk." I commanded "Just suck."

I stopped fingering her and reached down to give Lisanna a slap on the ass. I reached over to my drawer and threw a dildo at Natasha.

"Play with yourself." I told her.

She took the toy and licked it up and down before sticking it inside herself. She grabbed her large breasts and squeezed them as she fucked herself.

"OHHHH!" I moaned as I came on Gracie and Lisanna's faces.

"HMMMM!" Juvia hummed as she squirted all over my hand.

I told Lisanna and Juvia to please each other while I had my fun with the boys turned girls. I had them both lay down while I took dildos to each of them. They were squirming on the floor as I shoved my toys deeper into them

"Moan louder you sluts." I commanded.

"Mira!" Natasha moaned "You're making me feel so good."

"It's so big!" Gracie said.

"Kiss." I told them.

The two turned to each other and began to swap spit while I fucked them with my toys. I looked behind me and saw Lisanna getting whipped by Juvia's alternate personality. Gracie and Natasha were kissing and squeezing each other.

"Oh Mira…." Gracie moaned "I think I'm gonna…"

"Me to." Natty groaned "OHHHHH!"

"AAHHHH!" Gracie screamed as she and her friend came all over my toys.

I took the two dildos out and started to suck the one that had been inside Natasha. Once I had tasted enough of her sweet juices I took the one from Gracie.

"Help me clean this." I told them.

The three of us licked and sucked the toy clean. I looked at the two and groped my breasts as I looked at them.

I grabbed their breasts "You two are so hot…"

"Mira." They both squirmed.

"I'm going to be doing a photo shoot in a few weeks." I said playing with them "I want you two and the other part girls to model with me."

"I don't think Lucy would…" Natasha said.

"I'm sure she'd love it." I told them

"I don't know." Gracie mumbled.

"You three did so well yesterday I want the whole world to see your sexiness." I told them as I rubbed their folds "I'll be calling the editor in the morning."

* * *

**AN**

**Thank you for reading Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Someone requested this so we'll be taking a trip far into the future.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 422-Orochi's Fin** _

**This Chapter was fine. If anything I would have liked to see some more of Wendy a Chelia. I really like Lucy's new power; I wanna see her Virgo form. I hope we get some final resolution on the whole Aquarius thing, The only thing I don't like is that I worry Lucy will use her outfits more as a gimmick and less serious, like she did this chapter. I just think part of Lucy's charm was that she wasn't in there with everyone else, she always hung back and fought with the whip, I don't want to see Lucy throwing down with fisticuffs.**

**Wendy, Chelia and Carla did great. It was nice to see Carla even got in on the action. Wasn't expecting the Bluenote reveal but it was cool enough.**

**The name of the Next Chapter is- Because I Love You**

**I want it to mean, that Wendy and Chelia are a real couple. I don't that's what it will be but I stick by my hypothesis last week that Wendy will leave Lamia Scale and offer a place in Fairy Tail to Chelia, her best friend…and maybe lover…**

* * *

**Till Next Time!**

 


	78. FUTURE!!!

_Italics indicate thinking_

_**This Side story takes place twelve years into future. Asuka is 18 years old** _

_**This Story only refers to the children Lucy already has in the main story. Lucy's very fertile so more will be added there but I didn't want to spoil it.** _

* * *

**Asuka's POV**

My name is Asuka Heartfilia, daughter of Lucy Heartfilia and Bisca Mulan. That's right I have two mothers. My family is kinda strange. My mother, Lucy, is a futanari. To put it simply she has a female body but she also has male genitals. I am like my mother, I also have both parts. I inherited the good looks of both my mothers. From my mother Bisca I got my height and from other mother Lucy I got my breasts and other curves. My hair is a mix of the two, Bisca's long green locks but tipped with Lucy's blonde hair. I have a face like Bisca to; some people say I look a lot like she did when she was my age.

I have aunts who are uncles and siblings that are cousins to each other…my life is weird. I have a ton of siblings, of which I'm the eldest. Back when she was younger Mom really got around. Me on the other hand, I'm a little more conservative about who sees my penis…as in no one gets to see my penis. Mom says I should embrace my gifts but it just makes me nervous. For now I'm just find masturbating when I have to…three times a day. Mom sure started me on that early…not that I'm complaining.

I woke up like I did every morning before turning the alarm off and going back to sleep. I was mumbling into my pillow when I heard the door creek open.

_Not now…_

I felt the weight on the bed rock as two people started jumping on my bed.

"Come on big sis get up."

"Yeah Sissy get up!"

I opened my eyes and saw two of my younger sisters jumping on the bed. The first was wearing a little dress and had her hair tied up in pigtails, her name was Aqua. Aqua is the daughter of Lucy and her spirit Aquarius, making Aqua a half spirit. Aside from being half-spirit Aqua is just a normal girl, who happens to turn into a mermaid when she gets wet.

**(Quick Note: Aqua looks like Aquarius in the recent filler arc)**

The other girl had long blond hair tied into a messy ponytail. That was Cornelia, my sister via Aunt Cana. Cornelia was wearing a t-shirt and jeans while she jumped on my bed. Cornelia is a futanari like me. Both Aqua and Cornelia are 12 years old, but Aqua is six months older. I wager it's not too much longer till Mom has to give Cornelia lessons like she did for me.

"Come on Sissy." Cornelia begged "You're gonna sleep the day away."

"Beat it brats." I mumbled turning over "I just got back from a job late last night, I'm tired."

"Mom said to get showered and ready for breakfast." Aqua told her "You don't want to make her angry do you?"

I quickly hopped out of bed and grabbed a towel.

"Why didn't you start with that." I told them.

Mom's temper is something I prefer not to mess around with. Mom is loving and caring sure, but if you get on her bad side…things can get rough.

I trotted down the hallway in my PJs, my breasts flopping around as I walked.

_Sometimes I wish I had been flat chested instead of inheriting my mothers' big breasts…I'm even bigger than Lucy…_

I went to open the door to the bathroom but it was locked.

"Oh come on!" I yelled.

"Oh I think Rex is in there." Aqua told me.

"Then why did you rush me out of bed?" I asked my younger sister.

"Well you didn't let us finish." She countered giggling.

"What's so funny?" I asked.

"Umm Big Sis." Cornelia blushed pointing down "You might want to fix your pants."

I looked down and saw the top half of my morning wood was being exposed to the air.

"Crap!" I yelled fixing it.

"I'm sure glad I don't have to deal with that annoying adult stuff like boobies and that thing in your pants" Aqua smiled.

"Yeah me to." Cornelia added.

"Just you wait girls." I smirked "Puberty is right around the corner for you two."

The door to the bathroom opened and my younger brother Rex walked out adjusting his large baseball hat. Rex is Aunt Flare's son. Rex is your average preteen boy, so he thinks girls have cooties and that his sisters and I are out to get him. Rex traditionally wears a hat and sweatshirt. He wears the hat to contain the long red hair on his head; he's a little self-conscious about it, but he can't cut it because that's where his magic comes from. Rex tends to be quiet and keep to himself unless he's with Aunt Flare or someone he trusts a lot.

"Good morning." he whispered.

"Hey Rex." I said going into the bathroom and locking the door.

I got undressed and stepped into the shower. I felt the water run down my body, caressing every inch. I grabbed the soap and lubed up my large breasts so they could be washed. I rubbed the suds over me, thoroughly cleaning myself. When my hands reached below my waist the inevitable happened. I wrapped my hand around my cock and began stroking. Masturbating in the shower every morning had been a staple for me ever since Mom taught me how to relive stress.

_We'll have to teach Cornelia this soon…_

"Ohh." I moaned as I stroked faster.

I was practically bent over as I jacked off ready to blow at any second.

"Ah…ah…OHHHH~!" I bit my lip to keep quiet as I jizzed all over the shower floor.

I watched my dick shrink down to its soft form and turned off the shower. I got out and started to get dressed. I clipped my F-cup bra and buttoned my skirt and vest. I grabbed my hat and headed out.

I got out into the kitchen and saw Mom was eating and talking to my sisters.

"Morning Mom." I said kissing Lucy on the cheek.

"Good Morning sweetie." She smiled "Sleep well."

"Yeah I slept great." I said grabbing an apple to eat "where's everyone else?"

"Rex and Flare just left on a Mother Son job and everyone else is either out at the guild, training or on a job."

"I don't know how you do it Ma." I said biting the apple "Taking care of all these kids."

"It keeps me young." She laughed.

"You're not old Mommy. You're only 30." Cornelia told her.

"Thank you sweetie." Mom said "So Asuka do you have any plans today?"

"I might go mess around at the training grounds."

"You're going to train?" Aqua said "Can we come?"

I smiled at the two "Alright go get ready."

The two little ones ran off to get their things while I made us some lunches for later.

"Thank you for taking them." Lucy told me.

"No big." I said "You take the day to yourself…Hey Mom, where's Mom?"

"She went on a job with Alzack; she should be back tonight though."

"Oh that's good." I said closing the paper bag with the sandwiches I just made.

Uncle Alzack was Mom's closest friend. When Lucy was locked away on that island all those years ago he helped mom take care of me. I guess you could say he's the closest thing I have to a real dad…

Aqua and Cornelia came back with their bags and were ready to go.

"Bye Mom." I said kissing her goodbye "Love you."

"Love you Mommy!" the girls cheered.

"I love you guys." She said hugging the girls "Have fun and be safe."

* * *

**Sometime Later**

I took the girls and we headed to the guild's training field out back. When we got there someone else was already beating on one of the dummies.

" **Fire Dragon Iron Fist!"**

I watched the blaze roar before it calmed down.

"Oh hey guys." Aunt Natasha waved.

"Hello!" we all greeted back.

Aunt Natasha, formerly Uncle Natsu, was one of Mom's many lovers. Aunt Natasha was one of a few that Mom had gifted with the ability to change between male and female. Natasha was accepting of her new ability and changed her whole identity as a result.

_Now that I think about it I haven't seen her as a male in…a few years…_

_I wonder if I could do that to people._

"You kids looking to use the ground?" she asked "I was just finishing up. You guys have fun."

Our aunt walked off and left the grounds to us.

"Alright I'm gonna get a few shots in then you two can have a go." I told them.

I focused my magic and called out for my weapon.

" **Starlight!"**

A golden rifle appeared in my hands.

"You're magic's so cool." Cornelia said.

My magic is primarily re-quipping like Bisca but it's also augmented with Lucy's celestial magic.

"When I tell you I want you to step on that petal." I told Aqua "It'll fire off the clay pigeon for me."

"Right."

I aimed down the sight.

"PULL!"

I saw the disc fly into the air.

" **Stinger!"** A golden laser bullet shot off and shattered the clay "PULL!"

I had Aqua fire off a few more.

"PULL!"

***BANG!"**

I shattered each one before I ran out of shots.

"Wow you're incredibly Sissy." Cornelia said "You didn't miss a single one."

I balanced the gun on my shoulder and gave myself a thumbs up "That's you big sister for ya."

I went and got some dummies for the girls to practice with

"Alright Aqua you go next." The girl nodded.

Aqua stepped forward and focused.

" **I call upon the rushing tides! Jar of Undine!"**

An ornate golden jar appeared next to Aqua, it was taller than she was to the point she had trouble lifting it, but she managed to heave it onto her shoulder.

" **Water Cannon!"**

A blast of sea water flew out and drilled the dummy.

" **Water Dragon!"**

A large serpent made of water formed and bit the top half if the dummy.

"WHOA!" Cornelia yelled.

"You've been practicing with Aunt Juvia haven't you." I said.

"Maybe." Aqua said kicking the dirt.

"Alright Cornelia it's you turn." I told her.

She looked nervous.

"What wrong?" I groaned.

"I'm just…what if I can't do it…I'm no good with my magic…"

"You'll never get better if you don't try." I told her "Now take out that dummy…You can do it."

The blonde haired girl got set up and focused her magic. I could feel the tension building in the air.

" **CRASH!"**

A blast came out and engulfed the dummy. When the smoke cleared…it was totally fine.

"UGH!" Cornelia groaned "I'm a total failure; I'll never get good at grandpa's magic…"

"You still trying to learn that stuff? It be easier if the geezer was here to teach you himself. You should learn mine."

We all turned and saw Aunt Cana walking up to us.

"Mommy!" Cornelia ran up and hugged her other mom "I missed you."

"Missed you to kiddo." She said ruffling the girl's hair "You three practicing?"

"Yup." Aqua nodded.

"Well then I'll get out of your hair." She said "I'll be inside if you need anything."

"Wait Mama." Cornelia said "I wanna try again, will you watch me?"

Aunt Cana smiled "Alright."

"Yay!"

Cornelia got herself ready again.

"Imagine the broken object…" she mumbled **"Now…Crash!"**

Another blinding blast went off, this time when the smoke cleared only splinters of wood remain.

"Ah…I did it!" Cornelia cheered.

"You did." I smiled.

"Great job sweetie." Cana hugged her daughter.

We practiced some more before breaking for lunch.

"Oh Asuka." Cana said "Kate was looking for you."

"Oh she was." I said "I'll go see what she wants."

Kate was a member of the guild, and my close friend, maybe even my best friend. She was 18 like me and had long blonde hair. This biggest issue with Kate was twofold, she was a bit of a ditz and she was also really attractive. Obviously that wasn't good for a girl in the prime of her sex drive like me. Kate knew what I really was. The whole guild had known since Mom officially reveled her secret a few years ago.

"Hey Kate." I said sitting next to her at the bar "You were looking for me?"

"Hey Asuka." She said brushing some hair out of her eye "Wanna hang?"

"Yeah I just finished up with my sisters so I'm free, what do you wanna do?" I asked.

"I was thinking about just heading back to your place to chill and talk."

"Sounds fine." I told her.

* * *

**A Short Time Later.**

Kate and I had been hanging out talking for a while now, and it was starting to get late. We were laying on my bed reading a magazine.

"Hey Asuka?" she asked during a lull in the conversation.

"Yeah?"

"Have you umm…have you ever used your…you know…your dick?" she asked.

I got visibly embarrassed "No I haven't…I'm waiting for the right person."

"Oh I see." Kate said turning over to look at me.

"What brought that up?" I asked curious.

"Oh nothing…Cana was just telling the story about her first time with your Mom." She said.

"Why would she tell people that?" I mumbled.

"Have you ever heard that story?" she asked me.

"Yeah Mom told me once when I was growing up…Mom used to tell me a lot of weird stories, like when Mom taught me how to…well she told me the story of how Aquarius taught her."

"That is kinda weird." Kate laughed "but you know you are a lot like your Mom I guess."

"How so?" I asked.

"Well you Mom lost her virginity to Cana, her friend, on a night kinda like this. It was just two friends hanging out and it turned into something more…"

Kate was getting uncomfortably close.

"Kate…" I said backing away "What are you doing?"

She looked me in the eyes "I…want …I want to be your first Asuka."

Kate suddenly kissed me. I pushed her away quickly.

"What are you doing?!" I snapped.

"Please Asuka…" Kate said "What's the point in having that thing is you never use it."

"Because." I told her "I don't want to use it."

"Why not?" she asked.

"Cause I don't want to end up like my mom." I told her "After that first time my Mom's whole life changed. I don't want to become some kind of sex addict with a harem and four kids before I'm 20."

Kate just laughed and locked the door "You worried about things that might never happen…why lose out now over fear of the future."

Kate started undoing buttons on her shirt.

"Just relax and have fun for once." Kate said "Let me take care of you."

Kate pushed me down and started kissing my neck. Something inside me clicked and I didn't resist.

_Her lips are so soft…I feel great!_

I rolled Kate over and looked into her eyes.

"This is your last chance to back out." I told her fiddling with my skirt.

"I can't wait to take you for a spin." She smirked.

I let out a verbal groan and covered my mouth.

_Where did that come from?_

"You might have tried to say no but I think your other head is speaking."

She was right. I could feel my dick throbbing in my underwear…I wanted to try this, maybe she was right and I wouldn't end up having sex with tons of women.

_That thought…doesn't sound so bad._

Kate pulled at my panties and freed my hard cock.

"It's so big." I said licking her lips.

"Hurry…It's throbbing!"

Kate licked up the sides before quickly taking my length into her warm throat. While she started sucking my cock I unhooked my bra and freed my heaving breasts.

***Gag Slurp!*** Kate made various noises as she downed more of my meat.

"Ohh." I moaned "This feels so good~ this is what I've been skipping out on."

"See it's not so bad." Kate smirked as she stroked my cock.

"Ah!" I gasped "I think I'm gonna…"

"Do it." Kate begged "I wanna taste it."

She took my dick back into her mouth and gave it a few powerful vacuum like sucks.

"Ha…ah…OHHHHHH!" I moaned as I had the greatest orgasm in my life.

Cum flew out and filled Kate's mouth. Whatever she didn't swallow spewed out and landed on her face.

"Oh my God." I panted "That was…amazing."

"Tasted great to." Kate said "Now for the main event. You ready."

"As I'll ever be." I said.

Kate got on all fours and I got in position behind her. I slowly pushed my dick into her warmth. The sensations were something I never imagined.

_I see why Mom loves this so much…it's incredible!_

I grabbed Kate's hips and started thrusting. The way my body felt was insane. My breasts flopped and bounced with each movement. Kate's pussy was squeezing my dick and I already felt like I was gonna explode.

"OH Asuka!" Kate moaned from her head's position between her own supple breasts "It's so good I'm on fire!"

"Kate!" I groaned "I can't take it…I'm gonna cum!"

I felt my breasts press against Kate's back as I leaned forward to finish up.

"Here it comes." I warned as my hips slammed into her ass.

"ASUKA!" Kate suddenly got unbelievably tight as she climaxed.

"AHHHHHHOOOOOHHH!" I screamed out as the greatest feeling I had ever had ran through my body.

My cum spewed out from my soar testicles and filled Kate's warm pussy. When I pulled out I saw my cum get dumped out of Kate's snatch.

I flopped down on the bed next to her, my breasts shaking as I did so.

"That was…" I mumbled.

"Aren't you happy we did this." She said twirling my hair around her finger.

"Yeah…it wasn't so bad after all." I told her "But damn I'm tired."

I closed my eyes and started to drift off to sleep.

_That feeling…it was incredible…I want to feel it again…I want more…_

* * *

**A few hours later.**

**Bisca's POV**

It was late but I had gotten back from my job and headed home. When I got in the door the only people there were Lucy and Cana.

"Welcome Home." Lucy said kissing me.

"Good to be back." I said taking a seat "How was your day."

"Fine." The mother of my child smiled "Did Asuka get back from her job?"

"Yep." Lucy nodded.

"I should go let her know I'm home." I said getting ready to stand up.

"I wouldn't do that." Cana said.

"Why not?"

They both laughed "She's a little…occupied."

I gave them a look "What did she do?"

"You could go see for yourself." Cana said "I think I did a great job if I do say so myself."

I got up and went down to Asuka's room. The door was locked but that's not unusual for her, she's a teenager who likes her privacy. I took the spare key and unlocked the door.

"Ha!" I gasped before covering my mouth.

My little girl was asleep in bed, with a woman…and they were both naked.

"She…finally did it…"

"Quite a sight isn't it." Lucy said sneaking up behind me "She really has grown up."

I wanted to cry, either out of pride or sadness.

"She really is…I suppose she does take after you…do you think she's gonna have women over every night."

Lucy closed the door to our daughter's room.

"If she does she better share with her mother."

"Lucy!" I softly slap her arm "Don't be like that."

"I was kidding." She said grabbing my hand and winking at me "Why don't we go have some fun ourselves, relive out glory days."

"That doesn't sound half bad." I said following her into the bed room.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future. Maybe we'll look into the crystal ball and see the future again sometime.**

**This story just passed 300,000 views YAY!**

**Next Chapter Hint- The final chapter of the Demon AU**

**Till Next Time!**

 


	79. Succubus Lucy Part 3

_Italics indicate thinking_

_**This is the 3 Part of the Demon AU** _

* * *

**Lucy's POV**

I was laying on my bed staring at Lamy.

"You called me Miss Lucy?"

"Yep." I smirked "Why don't you let the other you out of the cage."

"Oh!" Lamy perked up "I'm not sure if she's ready to be let out."

"Lamy…" I gave her a look.

"Very well." She said closing her eyes.

Lamy was suddenly engulfed in a black fire. The fireball grew and grew until it suddenly dissipated. Lamy was no longer standing there, a full grown woman was in her place. This girl had large breast, wonderful curves and instead of bunny ears she had two long horns.

"I see Lamy let me out."

"It's good to see you again Sayla." I smirked.

"Mistress." She said walking over to the bed "It's good to see you as well."

The Lamy who runs my lab has a darker secret. She harbors a second personality inside her, Sayla, a sexy minx who also has a lustful dark side. Unfortunately Sayla gets a little too dangerous if let out for two long so she has been anchored inside Lamy.

"I take it you want to spend some time with me." Sayla said laying down next to me.

"You're smart." I said rubbing her waist and kissing her neck.

Sayla and I made out for a bit and then I snapped my fingers making our clothes disappear. I rubbed my hands and squeezed Sayla's tanned breasts.

"Hmmm." She hummed "Mistress…"

I rolled Sayla over so she was on top of me. I lifted her up and slowly slid her onto my cock.

"Ohh." I moaned.

I grabbed Sayla's hips and started lifting her up and down. I heard Sayla's tits bounce and flop around with each bounce.

"Oh Mistress!" she moaned as she rode my cock.

"It's been too long my pet." I groaned as I slammed my hips into hers.

Sayla and I grinded against each other as we gave each other mind melting pleasure.

"Harder, Harder!" Sayla begged.

I increased my speed and soon I was pounding Sayla at an unprecedented rate.

"Ha…ha…here it comes." I warned.

"I'm ready!" she moaned.

"SAYLA!"

"MISTRESS!"

The two of us had an orgasm at the same time. It felt like the whole castle shook from the power of that orgasm. Sayla faded away and left Lamy in her place.

"Miss Lucy!" Levy yelled running into the room "Come quick it's an emergency."

I got out of bed and snapped my clothes back on. I got out onto the balcony and saw huge beams of yellow and white light falling from the sky.

"Shit!" I scrambled for the communication crystal and called Queen Mira.

"We're patching you into a conference call with the other SSS members." The assistant said.

"What's happening?" I asked them.

"We're under attack!" Wendy yelled back.

"By who?" Cana asked.

"Heaven." Mira warned.

I could feel the ground shaking as the beams slammed into my castle.

"What are we going to do?" Juvia asked.

Mira started to say something when my whole room shook. When I got back to the call only the other sins were still there.

"Where did Mira go?" Sorano asked.

"Her connection cut out." Kinana warned.

"Lucy!" Sherry came in dodging falling debris "The main castle just collapsed!"

I heard other assistants telling the other sins over the call.

"Everyone get to the main castle now!" I said "We can sort things out there!"

* * *

**Sorano's POV**

I hung up on the call and quickly gathered my things.

"Meredy I'm leaving." I told my head aid "Protect my throne."

"Yes Ma'am."

I got outside and spread my wings and started to go towards the ruins of the old castle.

_Miss Mira…_

I snapped out of my thoughts to dodge a stab from a spear.

I looked at the angel who had tried to strike me down.

"It's been a while…" She said.

"Yes it has…" I spoke

"Sister!" we both yelled

Yukino swung her spear at me.

"Still using that measly old spear?" I asked.

"Die demon!" she yelled "Return what you stole."

***Clang!***

"Oh you mean this?" I said parrying her strike **"My Midas Blade?"**

"That sword belongs to The Archangels." She said.

"Yes and that's why I stole it and fell from that cloudy paradise…cause they hoarded the good stuff for themselves."

Yukino took swings at me but I blocked each with my sword.

"HYA!" I slashed at her and cute the front of her robes causing her breasts to spill out.

She attempted to cover them with her arm.

"Aww how cute." I giggled "They've gotten so big you can't even hold them."

I teleported behind her and slashed at her back.

"Come on! Fight Back!" I yelled "You started this fight so you better participate. Stop being embarrassed and fight back!"

Yukino spun her spear and stabbed at me, her breasts bouncing as she did so. The two of us traded strikes. My sword bounced off her spear but I was able to teleport behind the and kick her into the ground.

I flew to the ground and found Yukino trying to drag herself off the field of battle. I went up behind her and grabbed her.

"Ohh you weren't leaving were you?" I said squeezing her breasts.

"Ha!"

I ran my hand up her soft supple thighs.

"Let…me…go…" Yuki moaned as my hand got closer to her warmth.

"I'm a demon sister." I told her "You won't be going anywhere…"

I brushed my fingers over her folds.

"Sora!"

"You're so cute." I said inserting a finger into her "I missed you little sister."

I began fingering the girl while squeezing her large breasts. She was moaning and squirming in my arms as I rubbed her down.

"Ha…ha…"

"Now then." I whispered as I finger fucked her "Don't you want to stay here with your sister, where you can do things like this every day?"

"Ha…Sora…" Yukino moaned as I increased the movement of my fingers.

I kissed her neck "Be mine Yuki…"

I felt my finger hit her sweet spot.

"OHHHH!" Yukino moaned as she orgasmed covering my hands in her juices "I'll…I'll be yours!"

Yukino groaned as her white wings turned dark black like mine. Her body also got slightly curvier as demon blood boiled inside her. I watched her while licking my fingers clean.

"Ugh…" Yukino groaned as she looked at her body "Do you need me to do anything?"

"I have to get to an emergency meeting." I told her "You go watch my castle."

"Very well." She said flying off.

* * *

**Lucy's POV- A few weeks later**

By the time I got to the ruins of the castle most of the other sins were there. Greed showed up late saying that she was attack on the way here. The seven of us dug through those ruins for house but found no sign of Mira. We put our search on hold and got to work repelling the angels. We succeeded but with some heavy casualties.

I've spent the last few weeks trying to get my own circle under control and back to efficiency. With no formal leader most of the underworld has descended into chaos. There's no rule anymore and some of the sins are starting to steal other sins land. Erza is on a warpath, conquering turf that isn't hers. Juvia and Cana are just as bad. I had my suspicions that the three of them were working together to take hell under their control and most likely push the other four out. If I wasn't careful they could take my land. Hell I've already lost some of my outskirts to Juvia.

"Miss Lucy a letter for you." Levy said handing me an envelope "It's from Miss Wendy."

I looked at the letter and opened it. Wendy wanted to meet up with me, Sorano and Kinana and discuss the current issues with the other three.

"Send her a letter saying I'll be there." I told Levy "Prepare the carriage."

* * *

**A few days later at the Meeting.**

I arrived at a old building in Wendy's Envy circle. I headed in and took my seat at the table; I had brought Levy, Lamy and Sherry with me to the meeting. I was the first person to arrive at the meeting.

"Welcome." Wendy said.

Wendy was in her larger form and she had brought her assistants Carla and Chelia, Sherry's cousin.

"Sherry what happened to you?" Chelia asked poking at Sherry's many breasts.

"I could ask you the same thing…you got so big."

Chelia licked her fangs "I got these to, all thanks to Miss Wendy."

The door opened and Kinana slithered in with her assistant, her fellow Naga Laki.

***Yawn*** "I made it." Kinana sighed.

Right behind her was Sorano accompanied by two of the assistants, her old one Meredy the Drake and her new one, her sister a fellow fallen angel.

"Let's get down to business." Sorano said.

"Yes to the points at hand." Wendy said "The three thorns in our side."

"Erza just took another region from me yesterday." Kinana said "They're getting more aggressive."

"Once they get our capitals they're going to try pushing us out and take Hell all for themselves." Sorano added.

"Then we need to take them out before they take us out." I said.

"That's why I called you all here." Wendy said "I propose an alliance. The four of us will work together to ride ourselves of this current issue."

"I'm listening." I told her.

"It's simple…we eliminate the problem, and then split the turf amongst the four of us, north, south, east and west." Wendy said.

"That's all well and good." Sora said "But what about any actual semblance of leadership or rule."

"We can rule as a council of four instead of seven." Wendy said "Equal powers. Here I had Carla draft a proposal."

We read over the agreement. It made sense, I would get more land and power but so would these three. There were checks in place to make sure one never got out of hand…this deal made sense.

"I'll sign it." I told her.

"I will as well." Sorano said.

"Sure whatever." Kinana said scribbling her name down.

"Then let's seal this agreement." Wendy said.

We each held a hand over the papers. We slit our wrists and let our blood drip onto the page and mix.

"This deal binds us. By our raging blood our pact is made." We chanted "May anyone who goes against it be cast into the abyss."

The paper burned away and bound us to the rules written on it.

"Then let us go and deal with the issue." Wendy suggested.

The four of us pushed our chairs in and headed out the door to plan our assault.

* * *

**A few weeks later.**

We've been at war with each other for over a month now. While we had been on the back foot for a while we were planning our big assault on the castle of the other three. The four of us were getting ready to storm their castle and take out the problem…permanently. We had left the other troops battling outside. Only we stood a chance against the other sins.

We had made it to their castle and broken in. Along the way we dealt with the smaller issues that came up, before we met up with Juvia.

"You will leave Juvia's castle this instant." She commanded.

"We're not going anywhere." I smirked.

" **Water Buzzsaw!"**

Juvia threw a water disc that flew between us.

***Slice!***

I looked back and saw the head roll onto the floor.

"KINANA!"

"Juvia will kill you all now."

"You…killed her…" Sorano gasped.

"Damn that hurt." We all turned back and saw Kinana's body lift off the ground "I'm gonna have to sleep the off."

"What the hell." We all said.

The body and disembodied head contorted and each grew the parts they were missing.

"There are two of her?" I mumbled.

"How are you…" Juvia said.

"Like the Hydra…" Kinana said "For everyone of me you kill, two more may come back."

"Impossible. Juvia cut you head off!" the girl screamed.

The two Twin Snakes slithered around each other.

"You all go on ahead." The first said.

"We can deal with her." The second finished.

Sorano, Wendy and I ran off and left Kinana to deal with Juvia. The next hall we came across we nearly got crushed by a club.

" **Midas Blade."** Sorano blocked Cana's swing and turned the club to gold.

She did a few swings and tried to cut the Minotaur down.

"You two can go." She said "It appears we'll be splitting up here, I'll leave Erza to you."

Wendy and I left the angel to dual the cow and headed into Erza's throne room.

"End of the Line Erza." I said "You terror ends now."

She picked her sword up "You think the two of you can beat me…laughable."

Wendy shot a black beam at her "Enough talk."

"HRAH!" Erza ran forward and swung at us.

Wendy and I flew into the air to avoid the swing.

_This is gonna be difficult._

* * *

**Kinana's POV**

Juvia kept trying to slice me in two.

"Juvia." "Juvia" "Juvia" "Juvia"

There were about 40 of me now slithering around calling her name.

"Shut up!"

***Slice***

42

"Juvia." "Juvia…" "Over here Juvia."

"AHHH!" she grabbed her head "Shut up, shut up, shut up! I can't even hear my own beautiful voice."

***Rip***

50

I was slithering around touching her body with my nails and rubbing her with my tails.

"Juvia…" they all whispered as the grouped her body and rubbed her sex.

"Stop…don't…touch Juvia with your filthy hands…you're not worthy of touching her."

One of my doubles squeezed her breast.

"Ha!"

She was trapped in the middle of a mass of tails, breasts, and tongues, each exploring her siren body in various ways. I could taste every part of her, her mouth, her breasts, and her pussy. My tongues ran over every inch.

"Juvia…" I whispered as my fingers explored her.

"Ha…" she panted as her juices squirted all over.

"We need you to do us a favor Juvia…" I said running my forked tongue over her nipple.

" **die…"**

I sank my fangs into her neck.

"AHHH!" she screamed as poison coursed through her, quickly ending her existence.

The mass of me's broke apart and her body dropped to the fall.

"Alright everyone." I said "Back to zero."

I snapped my fingers and all the clones got absorbed back into one body.

"Using that survival tactic is so stressful." ***YAWN*** "I'll need to sleep for a while to get my strength back."

* * *

**Sorano's POV**

I traded blows with Cana.

"Come to the slaughter you cow" I taunted while dodging her club.

"I'm gonna crush your skull!

I avoided her crushing swing and got behind her.

" **Midas Touch!"**

I ran her through with my sword.

"I can't move…" she growled.

Slowly a golden sheen surrounded her.

"You'll be worth a fortune to the right buyer." I smirked.

In a flash she was turned into a solid gold statue.

"How tiresome." I said "I do hope those two have dealt with Erza by now."

* * *

**Lucy's POV**

" **Corruption Stream!"**

" **Heart's Desire!"**

Wendy and I each shot a beam at Erza both of which were blocked by her sword. When Erza swung even the air itself blew from the strength.

Wendy and I used our magic to try and stop Erza but she was incredibly strong.

" **Clothes Disappear!"** I snapped my fingers and made Erza's armor fall off.

"Eep!" she covered herself.

"Wendy now!" I yelled.

" **Corruption Spire!"**

A huge spike emerged from the ground and impaled Erza.

"You…" ***Cough*** "…Bitch…I was going…to have it all…Ugh…"

I was panting try to catch my breath.

"We did it." Wendy said sitting down.

I high fived her "Yeah…we did…"

* * *

**A Few Months Later.**

Since the defeat of the three rouge sins we've been able to get Hell under control under the leadership of the four queens.

I have rule over the northern region, Wendy the south, Sorano the East and Kinana the West. We hadn't had any problems…in fact tonight was very interesting.

"You taste so good Lucy." Kinana said licking my cock.

"Her breasts are soft to." Sorano said.

"I wish I was as attractive as you." Wendy said kissing me.

"Girls don't compliment me so much."

Not too far from us Sherry was laying on her back with various assistants sucking from her breast, which for some reason started leaking milk a few weeks back.

_Maybe it's the cow part of her._

"You taste so good Sherry." Chelia said drinking the milk.

"Very Delicious." Yukino said as she sucked.

Turning my attention back to the girls who were pleasing me I saw Sorano move Kinana and slide herself onto my cock.

"Ohh." She moaned "So big."

I moved Kinana up towards my head and placed one of her large tits in my mouth. I loved her big tits and they felt so nice in my mouth.

"Oh Lucy."" The snake moaned "That feels so good."

"Her cock is great to!" Sorano moaned as she grinded her hips against mine.

Sorano kept bouncing up and down on my cock while I sucked on Kinana's tits and Wendy felt up mine.

"Oh yeah Lucy!" Sorano moaned 'I think I'm gonna…HAAAA!"

She suddenly got tight and pushed me over the edge.

"OHHH!" I moaned as my cum flooded into her.

Sorano was pulled off my cock and Wendy immediately dropped herself onto it. She wasted no time clapping her ass against my waist to please herself.

"Oh shit that's good!" I moaned as Wendy gyrated her body.

Before long she was hopping up and down so fast I thought she was gonna break my dick.

"Oh yes…oh yes…" Wendy moaned "I'm gonna…AHHHHH!"

I creamed inside Wendy as she came. Once she slid off my cock Kinana slithered down and wrapped her breasts around my cock.

"Tasty cum" she said flicking her forked tongue over the tip of my dick.

She lifted her breasts up and down to help stimulate my already taxed cock.

"Kinana I…I can't it's too good." I moaned "I'm gonna cum already."

"Cover me in it." She said "I want you cum all over my big fucking tits."

"Ha…ha…OHHHH!" I screamed as my cum flew out and covered her warm breasts.

***Hiss*** "That felt good." The snake smiled licking her breasts clean.

"Same here." I panted "How long are we gonna keep doing this…don't we have work to do?"

"The kingdom can run itself for a few hours." Sorano said kissing me.

"And after that." Wendy said kissing Sora "We can come back here."

* * *

**AN**

**Thank you for reading. Feedback id appreciated. Feel free to message me any questions or concerns.**

**Suggest what you like to see in the future.**

**Next Chapter Hint- Red Light, Green Light… and if you read Chapter 2 of Wendy's spinoff you have an extra hint.**

**I decided to get a little fight themed with this chapter, trying something new.**

* * *

**Our Next AU side story will be High School Themed-**

_**Mirajane Vs the World** _

_**When Nerdy nobody Mirajane and her three friends find a book of "spells" in the library of their all-girls school, they decided to have a little fun, but when the book turns out to work it not only changes their lives it also gives them a terrible curse. They decided to use their new book to get back at the girls who have bullied them and reward those who were nice.** _

_**Starring** _

_**Mirajane Straus- As a Senior who's been picked on all of high school but finds a book that changes her life** _

_**Evergreen- As a Junior, and Mira's close friend and fellow nerd who experiments with the book.** _

_**Lisanna Straus - As a sophomore and social outcast. Sister to Mirajane she also gets wrapped up in the book and the resulting experiences.** _

_**Mavis Vermillion- As a freshmen and Lisanna's best friend, a member of Mira's circle of friends she also gets in on the fun of the book.** _

_**Lucy Heartfilia- As the Principal, who has done next to nothing to stop the bullies tormenting some of her students.** _

_**Jenny Realight and Minerva Orlando- As Mira's archenemies who have done nothing but make her life hell for the last four years.** _

_**And a host of other high school girls.** _

_**Coming Soon to a story near you!** _

* * *

**We'll get to the High School AU after the next set of main Chapters, but I hope this little teaser hold you over till then.**

**Till Next Time!**

 


	80. Twin Tails- Catgirls Lector and Frosch

_Italics indicate thinking_

* * *

**Lucy's POV**

Once we got back from Veronica we got Éclair and Momon all healed up. Having Wendy and Chelia around to help with stuff like this is really reassuring. Éclair was a little confused as to why she didn't die but I guess she decided not to second guess the miracle too much.

I was sitting on the couch, with Happy laying her head in my lap. I was petting her hair and she was purring.

"Right behind my ear." Happy mumbled "That's it…you know just where to scratch Lucy…"

"You're too cute." I laughed.

Happy just laid on the couch and I kept petting her.

"Lushie I'm bored." Happy whined.

"Well we leave for the beach on Friday." I told him "So maybe the change of scenery will help. That and I'll get to see you in that cute Bikini."

"I hope you like it." She said snuggling into my skirt.

While I continued to play with Happy I heard my front door creek open.

"Who's there?" Happy said peaking her head up over the couch.

I looked as well and was surprised to see Yukino with the Exceeds from Sabertooth.

"Hey Yuki." I said "Lector, Frosch."

"Hello." Frosch waved "Who are you?"

"Oh I'm Happy." She said before covering her mouth.

"Yeah right." Lector laughed "Happy's a little blue cat. Yukino said we could find him here."

"No that's Happy." Yukino told them "Why don't you just show them?"

"Just do it." I shrugged "You already told them your name."

Happy glimmered and turned back into a cat "Aye!"

Frosch walked up and poked Happy "Wow…"

"But wait why you were a girl? I thought you were a boy cat?" Lector asked.

"That's just how it works." Happy shrugged.

"How what works?"

"Lucy…" he said turning back into a catgirl "She's the one who did this to me."

Happy went on to explain to them what had happened and how it had allowed him to be a catgirl. He also let it slip that Stacy and Rachel existed. The red and green cats were not happy that their friends were keeping a secret from them.

"This is really weird." Lector said climbing on Happy.

"Fro thinks so to…Is it fun?"

"What being a human?" Happy said "Yeah I guess it's pretty fun."

"Well you know…" I smirked over the couch "If it interests you I can do it to you as well."

"What?" Lector said.

"If you two want to see what it's like I can turn you into catgirls as well. You'll still have access to your normal exceed bodies so it really doesn't hurt to try."

The two looked at Happy.

"Okay."

"Alright come here, Happy I'll need your help to." I said waving them over.

The three came over by me and I had Happy kneel in front of my. I took of my skirt off and removed my panties.

"Alright Happy you know what to do."

Happy licked up my shaft and then wrapped her breasts around my cock.

"Your tongues so scratchy." I moaned.

"It tastes so good Lucy." She said as she bobbed her head up and down.

"Ohh." I moaned as the catgirl stimulated my pleasure centers.

It felt great to have my cock between Happy's tits and feel her purr as she sucked.

"Just a little more Happy." I said "I'm so close you're too good."

"You two should get ready." I heard Yukino say "The shows about to start."

Happy gave me a few more good licks and sucks and that's when I felt the rush.

"OHHH HAPPY!" I moaned as my cum started flying out and covering everyone nearby.

I looked passed Happy and watched the other two Exceeds begin to shift into catgirls. Lector came first, he grew taller and his fur fell out leaving behind tanned skin, I saw folds form between his legs and breast like Happy's form on her chest. Soft, spiky, tomboyish red hair formed on her head to round out the transformation.

Next I saw Frosch begin to grow. His body became human like and female sexual organs formed between his legs. Large breasts, the same size as Lector's formed on her chest. To wrap it all up long flowing green hair descended down passed her plump butt.

I looked at the two new catgirls, their red and green ears and tails swishing and twitching.

"This is…different." Lector said checking herself out.

"Fro thinks so to." She said poking her own breasts.

"Yay more kitties!" Happy smiled hopping up and down, causing her breasts to bounce.

"Well then." I said placing my arms around both of their wide waists "How about Happy and I show you some more benefits to being human."

I turned Frosch's head towards me and slowly kissed her. She slowly began to follow along and kiss me back. I saw that next to us Happy was squeezing Lector and making out with her. I sat down on the couch and had Frosch straddle my lap.

"Here let me show you what to do." I said slowly pushing my dick inside her.

"Ohh." She briefly moaned "This feels…so nice…"

I began to encourage her to move her body up and down and soon Frosch was riding my cock effectively.

"Ah…ha…this is…ho…" she panted as her breasts shook with each bounce.

Every time Frosch threw her head back to moan her long hair swished around and tickled at my thighs, even her tail was wagging wildly. Not too far from us Happy was rubbing her crotch against Lector's, in a strong scissoring positions.

"Harder…Harder…" Frosch begged "I want more!"

I started to lift my hips to collide with her bounces. Frosch moaned louder and louder as my dick stretched her insides and made her feel intense pleasure.

"Ohh!" she moaned "I love this!"

I felt her swishing tail tickle my balls and force me to cum.

"Frosch…I'm…I'M CUMMING!"

I pumped the green catgirl full of her first cum.

"So warm…HAAA!" she groaned as she finished orgasaming.

I pulled out of Frosch and laid her on the couch as she quickly drifted off to sleep.

I got up and went over towards Lector, who had just finished up with Happy. I laid down beside her and lifted her leg up as I surprised her by sticking my dick into her.

"That's…Ahh." She sighed as I slowly began to deliver pleasure.

"You're so tight." I said squeezing her breasts "and so soft."

"I like it." Lector mumbled "This feels so good."

I kept plowing into the new catgirl and we both moaned at the pleasure. I looked to the side and saw Yukino was fingering herself while watching my have sex with the cat. Frosch was on the couch, quietly sleeping away.

Lector was moaning loudly as I pounded her new pussy.

"Oh…I'm gonna….HAAAA!" she screamed out a suddenly got tighter as she had her first climax.

"Oh fuck!" I groaned as I struggled to move into Lector any more "GAHHHHH!"

I exploded inside Lector and filled her up with cum. She must have been exhausted because she laid down next to her friend and fell asleep with her.

"That wasn't too bad." I said cleaning myself off.

"Yes I think they turned out good." Yukino smiled.

I scratched behind the ears of the two sleeping cats "They certainly did."

_Now I have four cute kitties all to myself._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- Vacation's all Lucy ever wanted.**

**Till Next Time!**

 


	81. Pther Worldly Visitor

_Italics indicate thinking_

* * *

**Lucy's POV**

"Lucy wake up."

"Five more minutes." I mumbled to Happy.

After I turned Lector and Frosch into catgirls we had a pretty fun night. Earlier Yukino took the two to quickly go shopping before we headed to the beach later.

"Lucy please!" Happy yelled.

"What is it?" I asked getting out of bed "Are you packed for the trip?"

"Yes but that-"

"Then get small so we can go meet the others." I said.

"That's just it." Happy pouted "I…I can't change back!"

I looked at the catgirl "What?"

"I've been trying for two hours." She said crying "I can't get back to my cat body, nothing is working."

"Sshhh." I said hugging her "Calm down deep breaths, I'm sure it's nothing."

"Lucy I'm scared." She said.

"It's gonna be alright Happy…let's go see Porlyusica I'm sure she can help."

* * *

**A Short Time Later.**

I took Happy out to the forest to get her checked out.

"The reason the catgirl can't shift back is simple." The old lady said closing a book after doing a test.

"Well what is it?" Happy asked "And how do I fix it?"

"You wait nine mouths." She told him.

"Wait…y-y-y-you don't mean…" I stuttered.

"Yes I do…the cat is pregnant." She told me.

"I got…Happy pregnant…" I had to grab the wall to keep from falling over in shock.

"Wait I…I'm gonna have a baby?" Happy said touching her stomach.

"In order to protect the baby your body is forcing you to stay female." Porlyusica said "I believe once you have the baby everything will return to normal."

"I'm sorry Lucy." Happy said "I should have been more careful."

I just hugged the catgirl "I'm so happy, Happy."

"You are?"

I just smiled at her "Do you know what the baby will be? A exceed or a catgirl, or a human."

"We'll need to wait and see." Porlyusica said "Most likely it will by a hybrid…I'm not sure a human and a catgirl have never had a baby together to my knowledge…I look forward to studying it."

"Lucy…" Happy mumbled "What are we gonna tell the guild? People are gonna wonder where I went?"

She was right…I let out a loud sigh.

"I guess my not so little secret will have to come out into the open now…we'll tell them when we get back from our trip to the beach…let's get going, the others are probably wondering where we are.

* * *

**After a Long Train Ride.**

The latest revelation about Happy our time at the beach was kinda lifeless for the first day. I was still a little in shock. That didn't entirely stop me from having fun but nothing truly interesting happened until Day Two of our week long trip. On Day Two Mira took the boys, Both from Fairy Tail and the two from Saber, with her, saying she had them booked to model in Sorcerer Weekly with her and Jenny. I didn't care if she took them, no one could tell who their male forms were.

_When we get back to the guild…things will change for them to…_

I was lounging on a towel watching some of my girls swim. Even Bisca and Asuka were having fun in the water. All the girls looked so good bouncing around in their tiny bikinis and watching them was making me rock hard.

"Lucy." Ur pointed out "You're getting a little excited there."

"Sorry." I said moving the towel so I was covered "I just got distracted."

Ur used her head to gesture to a nearby boulder "I can help take you mind off it if you'd like."

I smirked and licked my lips "Sounds good."

She and I got up and headed back behind the boulder. I pulled my bikini bottoms down and freed my rock hard dick. Ur dropped to her knees and took me into her mouth. The Ice woman began to bob her head and give me a great blowjob. Her mature mouth licked me all over and the sucking sounds she made were great.

"Haaaaa." I moaned.

"Lucy you're. ***Slurp!*** so big." Ur said licking my balls.

I placed my hands on the back of her head and moved her head to get more of my cock in her throat.

Ur gagged and slurped coating my penis in her saliva. Soon I was about to cum.

"Oh Ur…I'm…HAAAA!" I screamed as I filled her mouth with cum.

The older woman somehow swallowed it all.

"Tasted great…a good midday snack." She laughed.

We fixed ourselves up and headed back to the beach.

* * *

**On the Morning of the third day.**

I was looking forward to the beach today but apparently the powers that be had different plans. The sky was dark and it was pouring rain.

"Well this sucks." I said sitting with Erza in the café.

"Yeah but I suppose those are the breaks, we still have four days left."

"I didn't think I was supposed to rain today." I said "I thought it was gonna be sunny all week."

"So did I." Erza said.

The two of us finished out breakfast and watched the rain pour down on the sandy beach. The thunder was loud and it looked like the sky might open at any moment, even the clouds seemed to be acting strange.

"Something feels odd about this." I pondered.

As if on cue the sky cracked and a huge beam of light shot down and slammed into the beach.

"What the hell!" I yelled.

The force was strong that even the window shattered.

"Are you alright?" Erza asked me.

"Yeah I'm fine." I said brushing myself off "But what the heck was that?"

Erza and I headed outside. Strangely the storm had suddenly stopped. We found a crowd of people huddled around a small crater.

"What was that?" They mumbled.

"These two fell from the sky." Someone else said.

"Someone should help them."

"Excuse us." Erza said pushing through the crowd "We're from Fairy Tail lets us investigate."

Erza turned to the crater as gasped "It…can't…"

"Let me see." I said squeezing through the crowd.

I looked into the crater. There were two people in there. A young boy, probably about Asuka's age with short red hair. Next to him…was an older looking Erza with shorter hair.

"Is that?" I mumbled.

The woman sat up and groaned. She checked on the boy before looking around.

"This is…Earthland." She mumbled.

She met my eyes and grew excited "Lucy! Scarlet!"

She pulled herself out of the crater and hugged us.

"Are you…" Erza and I both asked.

"Yes." She bowed "Erza Knightwalker at your service."

I was happy to see the woman from Edolas.

"How did you get here?" I asked.

"Prince Jellal allowed me to pass through on a one way trip…I needed to see you." Knightwalker said.

"What was so important that you had to leave your home?" I asked.

"He is." She pointed to the boy in the crater "Simon come here."

The boy trotted over and looked at me and Erza.

"I didn't know you had a twin mom." He said looking at Erza.

Knightwalker just laughed "She's not my twin but we do look alike."

"Yeah she's younger looking, not old and washed up like you." The boy smirked.

"Watch your mouth boy." She scolded "Now introduce yourself."

"Hello." He said "I'm Simon Knightwalker." He looked up at me "It's a pleasure to meet you mother."

"M-Mother?!" I yelped.

"Perhaps we should go inside." Erza said "People are watching."

"Earth me has the right idea." Knightwalker said.

* * *

**In Lucy's Room.**

Knightwalker sat on the bed and told us what had been going on in Edolas these last few years. The kingdom was flourishing and everyone we knew was well. She had gotten pregnant from her time with Erza and me and gave birth a few months after we left and Edo-Lucy was kind enough to take responsibility for me, but they could only keep the truth from Simon for so long. Eventually Mystogan opened the anima to let them pass into this world.

I got some basic information about the son I didn't know I had. Based on when his birthday was he was about a month younger than Asuka. For some reason he was able to use what amounted to a mixture of Knightwalker and Erza's magic's. He was able to manifest a sword and armor with different properties, all of which were based on Knightwalker's old spear, the Ten Commandments.

"Well it's nice to meet you." I said going to hug him.

He shot me a look "Don't act like you know me."

"Simon!" Knightwalker yelled.

"You left me and Mom there." He said.

_He's awfully mouthy for a seven year old._

"Seven years she waited for you." He stared right into my soul "You weren't there…Lucy in Edolas will always be more of a mother to me than you ever will…and because I had to come here now I can never see her again."

"SIMON KNIGHTWALKER!" his mother yelled "You will apologize this instant."

"Whatever." He said walking off.

"Lucy I'm sorry." Knightwalker said "He and Edolas you were very close."

"It's fine…I understand…I'm sure he'll come around eventually."

_Why do I feel like I'm gonna cry?_

"It's been a long time Lucy." Knightwalker said touching my shoulder "Do you wanna catch up?"

I just sighed "My son just said he hates me…I'm not really in the mood for sex."

"I guess you have a point." She laughed "I missed you.

She hugged me and u hugged back.

"Me to."

We kissed and I pushed all thoughts of the rude boy out of my mind.

"On second thought." I said pulling Edo-Erza onto the bed "Maybe fooling around will help make me feel better."

Knightwalker smirked and crawled down. She used her teeth to take off my skirt and free my dick. She stroked it and licked it to get it hard and when it was ready she sat down on it.

"OH!" I gasped "You're tight."

"I've wanted this so much…Edo-you is great but it can't compare to the first." She said as she lifted and dropped her hips.

I grunted as each of her hops made me feel intense pleasure. I reached forward and placed my hands on Knightwalker's hips as she rode my cock. She clearly hadn't gotten any in a long time because we had only been going at it a few minutes as she had already orgasmed twice.

"Lucy I think I'm gonna cum again." She warned.

"I think I feel something coming to." I told her.

I squeezed her butt and got prepared to release inside her.

"HAAA!" I moaned as my balls contracted and filled Knightwalker.

"Ohh!" she said lying down on top of me "That was wonderful."

"Yeah it was." I smiled.

* * *

**Asuka's POV**

Mama gave me money to go get ice cream. I got Vanilla, my favorite. On my way back to the room I passed by a boy with red hair.

"Hello." I said being polite like Mama tells me.

He gave me a mean look "You…"

"Me?" I leaned my head "What about me?"

"You look like her…Lucy?"

I licked my ice cream "Lucy's my mom."

That only seemed to make him angrier "Figures…she must be the first born…the one who took her…"

"Is something wrong?" I asked.

"Yeah." he said "You ruined my life…"

He pushed me and I dropped my ice cream.

"I hate you." He said storming off.

I sniffed trying not to cry.

"WAHHHH!" I started yelling "MOMMY!"

"Asuka what's wrong?" Aunt Flare asked walking up with Rex in her arms.

I sniffled "That mean boy…he said he hated me…and then he pushed me!"

Auntie hugged me and wiped my face.

"Looks like you skinned your knee." She said "Let's get you back to Bisca and get that cleaned up okay?"

"Okay." I sniffed taking her hand.

_That boy…he's a meanie._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Chapter Hint- I guess technically it's a Side Chapter- Mira has her fun with the boys and bathing suits.**

**Till Next Time!**

 


	82. Sibling Rivalry

_Italics indicate thinking_

_**No Lemons in this chapter. It has two distinct parts. The conclusion Of Mira's Pageant Mini-Arc and some development for Asuka.** _

* * *

**Day 2 of the beach trip- Mira's POV**

I was inside the changing booth Sorcerer Weekly had set up on the beach. Jenny and I had just finished our part of the shoot and now it was time to get the boys ready to model their girl forms. I had five girls do dress up, Natasha, Gabby, Gracie, Rachel and Stacy. Lucy said I couldn't use Jenny because her tattoo might give away her true identity. I wanted to get Happy to model but Lucy said that she wasn't feeling well.

Something about Happy had been off the last few days, I hadn't see her as a cat the whole trip and she seemed to be looking a little pudgy.

"Alright Ladies." Jenny said "Start to get dress the photographer is waiting."

"Do we have to?" Rachel asked.

"It'll be fun." I smiled "Think of all the people who will see you."

Jenny and I picked out a bunch of cute swimsuits for the girls. We did their makeup and hair before sending them out to the beach to get photo graphed. Jason was the photographer and her was really excited to meet my friends and take their pictures for his magazine.

Natasha was up first. She was wearing a pink bikini with a star pattern. We had her get on her knees and push her breasts up while Jason took pictures. She looked so cute as she made pouty faces and held her body in various ways.

Next up was Gracie. She had been placed in the blue sequined bikini she had worn for the pageant the other week. She sat in the water and let the water trickle down her body. She stood and looked over her shoulder while holding her hair up.

After her we had Stacy and Rachel go at the same time. They were in white and black one pieces respectively. The two held their arms together and smiled for the camera. Their breasts pressed together, only the thin fabric of their swimsuits separating them. For to friends they were awfully handsy with each other. Rachel's boobs were clearly over powering Stacy's and making her upset.

"Get your big boobs out of here." She pouted "Why am I so small…"

"She does realizes she's on the higher side of the boob chart right?" Jenny asked.

"Well yes but compared to the other girls she's small."

"Psst!" I heard someone whisper.

I saw Gabby was still hiding behind the curtain "Do I have to come out in this."

"Of course that looks great on you."

She dropped the curtain but still attempted to cover herself. Jenny and I had dressed her up in a tiny purple bikini, one that barely covered her large bust.

I slapped her on the butt "Get out there."

She stepped out onto the sad visibly embarrassed. Jenny and I snickered as we watched her strike poses while blushing, that would only make the photos even better. She consistently had to stop and adjust her large chest.

After her Jason thanked us for our work and I started to head back to the hotel.

"See that wasn't so bad." I said "You all got took look good and make some jewel."

"I will never wear this again!" Gabby said throwing her bikini at the floor, she moved so fast her tits bounced around and wobbled to a stop.

I just giggled "I can't wait to see the final product in a few weeks.

* * *

**Asuka's POV- The night of Day 3**

Mama and Flare finished cleaning up my cut and they even put a little bandage with sheriff stars over it.

"There all better." Mama said kissing my head.

"Thank you." I gave her a small smile.

I went to play with Rex. I used his toys and made him giggle and smile. We had been playing for about a half hour when there was a knock on the door. It was Aunt Michelle and she said that Lucy wanted to see everyone in her suite. We cleaned up the toys before going to see Mommy.

When we got there most of the others were there. Luckily the room was big enough to fit all of us easily. Mama Lucy said she had three announcements. The first was that Happy was pregnant. The crowd got loud but I really didn't understand what they were saying.

_Where do babies come from?_

Her second and most important announcement was that when we got home in a few days she was going to reveal to the whole guild what she really was, me and Cornelia to. She said that since so many people were involved and now that Happy couldn't change back to a cat there was no point in her hiding it. She also said that this meant some of the guys might have to reveal that they could also be girls.

She said that she had one last announcement. She had been visited by a guest from the other world, Edolas. This woman looked like she could be Aunt Erza's older sister. Mama explained that the woman's name was Knightwalker.

"And one last thing." Mama said "Knightwalker came with another person…this is Simon."

I couldn't see over all the adults but I heard Mommy tell them that he was her son.

_Another sibling…I hope he's nice._

I pushed my way I pushed my way passed the feet of all the adults in the room and stumbled towards mom.

"Oh Asuka…this is your brother." Mom said.

I looked up and gasped.

It was him! That jerk from earlier who pushed me. I went behind mom and hid behind her leg.

"Asuka what's wrong?" she asked.

"Coddling behind mother like always." I heard him mumble.

"Neeh!" I stuck my tongue at him.

I hugged Mom's leg "He's mean…he pushed me earlier…and I hurt my knee."

I pointed to my boo-boo.

Mommy kissed it and made it better. I heard that mean boy mumble something. He was really mean but for some reason Mom didn't yell at him. Mama hugged me before walking over to check on Happy.

_If I acted like that she'd yell at me…_

"Well then…Big Sister." He made a point to sound rude "Can you use magic?"

"I'm still learning." I said.

"That's too bad because I've already mastered a few spells." He made a sword appear in his hand "I was hoping to duel you and show you just how weak you are but I guess that will have to wait."

He walked off leaving me standing there. I was angry…the angriest I had ever been. He walked passed the cradles with the babies in the and said something to them. Whatever it was it made them cry.

"Sshhh." I said trying to get my younger brother and sisters to quiet down "Ignore that jerk…you big sis is here to watch you."

"What's wrong sweetie?" Mom asked walking over "The babies crying?"

"Yeah." I said "Hey mom?'

"What is it Hun?" she asked.

"W…will you teach me magic?" I asked "I…I want to learn magic like you."

"You're still pretty young sweetheart." She said "It'd be dangerous to let you use a gun right now."

"But Simon gets a sword."

"And I'm not Simon's mom…I'm your mom."

"Please Mommy." I pouted.

She sighed "Alright we'll do try some stuff in the morning okay."

"Yay!"

* * *

**The Next Day.**

Mommy took me to the beach to learn how to use magic. I already knew how to use a gun I just needed to learn how to manifest on. Mom had me sitting cross legged mediating.

"Now imagine what you want…get a clear image in your mind…and now will it out. You're arsenal is different than mine, yours is connected to the spirit world so look there."

_My head hurts from all this thinking._

"Mmmmm." I struggled to get anything to happen.

"I think it's just too soon." Mom said "We can try again in a few weeks okay."

"Just one more try." I said trying again "I can do it…"

I tried again and this time…

***POOF***

I opened my eyes and saw a little golden revolver on the ground.

"You did it!" Mom said hugging me "I'm so proud."

I picked up the gun. There was a name engraved on it.

" **Six Shooting Stars"** I said reading the name.

I aimed and when I fired into the air a little yellow beam shot out. I was able to fire off five more shots before I needed to reload it.

"Now you need to be careful Askua." Mom said "You don't want hurt someone."

"I will be." I said sending the gun away.

I went back to the room to get change, on the way I passed…him.

"I saw you out on the beach." He said "I didn't think you had it in you."

"Well I do." I said giving myself a thumbs up.

"Why don't we go to the park and see just how good you are." He said.

"Is that a challenge?" I asked "Little brother?"

"Don't you ever call me that." He said "And yeah it is a challenge."

_Mommy said to be careful but…he's just so mean…I know I can beat him…_

"You're on!"

The two of headed to the park on the other side of the hotel. We found a clearing and got ready to fight. I had never gotten in a fight so I was really nervous.

I pulled out my new weapon and got ready. Simon pulled a sword out and it became blue.

"Ready?" he asked with a look of anger.

"Set…" I said getting my hand ready.

"GO!"

" **Silfarion!"**

Before I even knew what was happening he was in front of me and swinging at my head. I quickly ducked and scrambled away.

_He's not playing around._

" **Hexagonal shot!"** I quickly fired off six shots and he avoided all of them.

" **Mel force!"** a blast of air came out and knocked me over as I was reloading.

"I may be young but I already have access to half the forms of mother's **Ten Commandments.** I can use **Silfarion, Mel force, Blue Crimson, The Cannon Spear** and best of all…"

He ran in front of me **"Explosion!"**

I closed my eyes, I was expecting a big boom or something painful but nothing came.

***Ching!***

I opened my eyes and saw Simon's sword knocked off to the side and he looked to be stuck to the ground.

"That is more than enough; you made your point boy."

"I can't…move…" Simon growled.

I looked over and saw he was being held down by Aunt Kagura's gravity magic.

"If you stop now." She said "I won't tell your mothers."

Simon picked up his sword and wandered off but not before giving me a dirty look.

_I wasn't even close…he would have destroyed me…_

"What were you two doing" Kagura asked.

"He…he started it."

She just sighed "You're lucky I was here…it was almost very bad. YO could have gotten hurt."

"I'll get him one day…" I said "I'll get strong and beat him just you watch!"

Kagura laughed "Then you've got a lot of work to do…he's going to be practicing just as hard."

"I don't care." I said "I'm gonna do it."

"And why do you want to beat him so bad?" Kagura asked me "This is clearly more than just some sibling rivalry."

"Because…he was picking on me."

"That's awfully selfish." She said.

"No." I said "Be made the others cry…that's why I need to beat him…for my little sisters and my brother and the new baby to."

I thought I saw Kagura smile "alright…I may not use the same Magic as you but I'll help you train okay, workouts and stuff like that."

"You will?" I tilted my head "Thanks Auntie."

"That's Sensei to you."

"Whatever you say Auntie." I giggled

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want see in the future.**

**Next Chapter Hint- Double Update today, check the next Chapter's AN**

**Till Next Time!**

 


	83. Mira Vs the School Part 1

_Italics indicate thinking_

**_Today was a double update- Side Story 18 also went up._ **

_**This is the first part of the High School AU** _

_**WARNING! THIS CHAPTER CONTAINS SCENES AND DEPECTION OF RAPE!** _

_**YOU HAVE BEEN WARNED!** _

* * *

**Mira's POV**

My name is Mirajane Straus, Mira for short. I attend Magnolia All-Girls School and live in the dorms nearby. My life pretty much sucks. I'm a nobody; I get picked on a lot for various things like being unattractive or smart but…mostly for being an orphan. I don't have very good looks, I'm not very tall, I have dry and split brown hair…and I'm a little out of shape to the point I have a little bit of a belly.

Most days I get bullied for various things, and mostly by Jenny and Minerva. The two of them are queen bees and control most of the school. They don't hesitate to make my life, and some other people's hell. Some days they stick gum in my hair, or steal my lunch money, and force me to do their homework. On the worst of days I get locked in a closet or embarrassed in front of the whole school. I tried to go to Principle Heartfilia but she's no help. She just tells me to get over it and act like a big girl, says that it'll make me stronger in the long run.

I can't afford much and the little I do have in savings goes towards school and books. It's not like I can just drop out of school either. I need to get good grades so I can get into college and start a better life for my sister and me.

As much as I complain my life's not all bad, I do have a few friends. First is my sister Lisanna, she's a sophomore. She doesn't really get bullied but she doesn't really fit in too much. Next is her friend Mavis. Mavis is a freshman who just started this year and became friends with Lisanna somehow. My closest friend is probably Evergreen. She's a junior and we met at the library one day when I was studying. Like me she's focused on school work and isn't really accepted with the in crowds. Ever also isn't the most attractive, being flat chested and pimply.

So that leads us to where we are now, I'm in the library doing some research for a paper. Evergreen was there to, doing her own work. I was pretty engrossed in my book when my head was slammed down into it.

"You finish our homework yet bitch?" Minerva growled.

I rubbed the back of my head and pointed to a folder "It's over there."

Jenny picked it up and skimmed over it "I don't understand any of it…this better be an A+"

"I did what you asked just leave me alone." I mumbled.

Minerva grabbed my face "You better watch how you talk back to us. Got it!"

I nodded "Ye…Yes Ma'am…"

Jenny and Minerva laughed at me and walked off. They're always so mean, and no one cares, probably because they're so attractive.

"You alright Mira?" Ever asked placing a hand on my shoulder.

"I…I'll be fine." I mumbled "I'm gonna go look for a book."

"I'll come with you." Ever said.

We went deep into the rows of the library till I found the row I needed.

"I think it's up there." I said stretching up to reach for the history book.

"A little to the left." Ever said directing me.

I managed to catch my finger on the spine and pull the book down. I fell off balance and accidentally knocked some more books off the shelf.

"Dammit." I cursed.

I handed the book I needed to keep to Ever and started to but the ones that had fallen down back up. It took me a few minutes but I got the shelf back in order.

"Just one more." I said picking up the last book.

_What is this?_

This last book was strange. I was leather bound with a massive mangled hand print on the grey cover. It had no title.

"What's that?" Ever asked me.

"I don't know." I said opening it "What is all this?"

Ever and I looked into the book. It was full of all kinds of strange symbols and pictures. Some of it was legible and written in English. One word came up frequently.

"Spell?" Ever and I both wondered.

"Is this a spell book?" Ever said confused.

"Don't be silly." I said "Magic's not real."

"Well this is certainly convincing." Ever said "It's actually kind of funny."

"I wish I knew what it said." I laughed "Maybe there's something in here to make us more popular."

"I thought you didn't believe in magic." Ever raised an eyebrow.

I shrugged "It's fun to pretend."

"Why don't we take it back to your room and see if we can translate it?" Ever asked "You know for fun."

I thought about it…

"Why not." I laughed "It'll be a fun way to spend the weekend."

* * *

**A Short Time Later.**

When I got back to my dorm room Lisanna as already home and Mavis appeared was there as well. Lisanna and I share a room but Mavis lives else ware. It was almost 11:00 by the time Ever and I got back to the dorm. Since Spring Break was starting this weekend she had made plans to stay in my dorm for a few days.

"Hey Mira." Lisanna smiled "What's that?"

"Oh this?" I asked holding up the book "I found it in the library. Ever thinks it's a spell book."

"Magic?" Mavis said perking up "That's cool."

"Mira doesn't think it's real." Ever told her.

"Mirajane." Mavis shook her head "Where's your imagination."

"I have and imagination." I pouted "It was my idea to bring it here to try and translate."

"How are you gonna translate words that look like they were written in a joke font of a word processor?" Lisanna asked.

"Let me see?" Mavis said "Oh I know this…it's runic."

"And how would you know that?" Ever said.

"I play a lot of Dungeons and Dragons." She shrugged "Look this says that it's a spell book that can help do a ton of things…all of them see to relate to body modification."

"What?" Lisanna asked.

"Well this one here says it will make your breasts bigger, and this one will make men more muscular…most of them I can't read though…" Mavis said "But the book comes with a warning."

"What's it say?" Ever asked.

"Those who use this book shall be cursed…and become slaves to the orb of the night?"

"Orb of the night?" Lisanna asked.

"I'm clueless as to what that means." Mavis said.

"Who cares? This is probably just some prank a person left in the library." I said "It's not real."

"You're such a party pooper Sis." Lisanna stomped her foot.

"No I'm just being the only sane one here." I said taking the book "Look I'll prove it doesn't work."

"Wait Mira you don't know what that spell might do." Mavis said.

"It's not real!" I yelled flipping to a page and reading the words on the page "Forseth…Raga….Buta…Fuso!"

The room was quiet.

"See nothing." I smirked.

A sudden jolt rocked me and I felt sick to my stomach. I dropped to the floor in pain.

"AHHHHH!" I screamed.

"Mira!" I heard my friends scream and run to my side.

_This feeling!_

"OHHHH!" I moaned as a heat ran through my body.

* * *

**Lisanna's POV**

"Mira!" I screamed as my sister dropped to the floor screaming in pain.

"Mira what's wrong?" Ever asked.

"OHHHH!" Mira suddenly moaned.

What I saw next stunned me. Mira shoulder length choppy brown hair suddenly got longer and turned white. Her complexion cleared up and her skin became smooth and free of blemishes. She even seemed to get taller.

"HAAA!" Mira moaned and I saw her shirt rise as large full breasts formed on her chest, getting so big they ripped a few buttons off her blouse.

Mira's whole body became curvier until she looked like a model. Mira laid on the floor panting.

"What…happened?" she said getting up and rubbing her head "I…feel …funny…"

"Mira?" we all stared at her.

"Yeah?" the woman on the floor looked at us "What?"

We all just stared at her.

"You all look like you've seen a ghost." She said.

"Umm…Mira." I said pointing at the mirror "I think you need to see this…"

Mira stood up on shaky legs before looking at herself.

"Oh My God!" she screamed "What happened to me?! I…I look hot!"

"It can't be." Ever said picking up the book "It actually worked…It actually fricken worked…"

Mira was just staring at herself in the mirror poking her body.

"I can't believe it." She said "That's really me."

Mira, Mavis, Ever and I looked at each other. Realizing what we had on our hands we all just started at it.

"This book really works." Mira said "There's no doubt in my mind now."

"What do we do with?" Mavis asked.

Ever opened up to a random page in the book "Use it of course."

I shrugged "If that's what it did for Mira…imagine what it could do for us."

"This book could change our lives." Mira smiled.

Mavis just nodded "So who wants to go next?"

"I was with Mira when she found it so I think I should go next." Ever said flipping the pages.

"That seems fair." I said.

Mavis reminded Ever that she couldn't read most of the spell so we had no clue what the outcome would be till it was done.

"I think I'll try this one." Ever said pointing to a line on the page "Bina…Moba…Iskar…Shaath!"

It took a second but like Mira had Ever bent over in pain.

"HAAA!" she gasped as her hair became shiny and full.

Next her pimply face cleared up. Then her chest practically exploded into two massive breasts, bigger than Mira's new ones. Ever's body got a little curvier before she appeared to cease changing.

"Ow." Ever hissed grabbing her head "My head!"

Ever grabbed her head and her eyes seemed to go dull for a brief moment before she calmed down.

"How do you feel Ever?" Mira asked still admiring her new body.

"I feel…Like Super Great!" Ever smiled and then grabbed her chest "I mean look at these big titties I got."

"She seems different." I whispered to Mavis.

Ever scratched her head "Although I feel like something is missing…like my head is empty or something?"

"Hey Ever." I said holding up my math homework "How do I do number 24?"

"Like…I don't know…add it or something…" Ever said.

_Ever always helps me with math…_

"I think…she became dumb." I said "That spell was different from Mira's. It made her Sexy but it sapped her intelligence, she's a bimbo!"

"Well that…like sucks…" Ever said twirling her hair "But it's your turn now."

I looked at Mavis and gulped "You ready?"

"Let's go." She said picking up the book.

_I think I know what I want I just have to find it._

* * *

**Mira's POV**

_This body is perfect. I'm even hotter than that bitch Jenny!_

While at first I was skeptical after seeing what the book did to me and Ever I no longer had any doubts. The only ones left to try the new book were Mavis and my sister. They took their time picking out the spell they planned to use on themselves.

For some reason I was looking forward to watching the two of them change…there was a strange feeling between my legs. I moved my hand down to scratch and hissed when I brushed against my clit.

"Ohh." I quietly moaned "That felt…good."

"Alright we're ready." Mavis and Lisanna said holding the book between them.

They nodded and began to recite the same spell.

"Gruga…Uhha…Julla…" they both said those three but the last word each said was different.

"Breaaa!" Mavis said.

"Agha!" Lisanna finished.

The two then bent over and started to change. I watched and without even noticing began to rub my own folds with my fingers. I watch their hair become beautiful and blonde and their skin become pale white.

"Ohh!" Mavis said grabbing her shirt and ripping it open "I can feel it!"

I saw Lisanna grab her butt "Me to!"

I began to pick up my speed as I fingered myself to their changes nearby Ever was also touching herself. Flesh started to get packed on to the two changing girls. Mavis' breasts grew big, even larger than Ever's or mine. My sister on the other had was gaining a large amount of fat on her ass.

I head ripping noises as Lisanna's jean shorts ripped open and her new ass popped out.

"Ohh yes!" she yelled "More! I want a fatter ass! I WANT A BIG BOUNCY JIGGLY ASS!"

Mavis kept playing with her growing breast "Bigger…I want them to be bigger! BIG BEAUTIFUL TITTIES!"

The two kept growing and telling their bodies to get bigger for a few more minutes. The entire time Ever and I were fingering ourselves.

"OHHAA!" I moaned as I felt juices squirt out of me

"Ha…ha…ha…" Mavis and Lisanna panted as their changes stopped.

The two of them looked too sexy. Lisanna's ass was massive on her still small frame; I had never seen ghetto booty so large. Mavis had grown massive breasts, the biggest I had ever seen. They were so large I was amazed she could still stand.

"That was incredible." Lisanna said squeezing her butt "My ass is so soft...and I feels so good."

"Big boobs." Mavis practically cried "It's like a dream come true."

"Hey guys?" Ever said "Remember how …like the book said something about a curse?"

"Oh yeah." Lisanna said "If the magic part worked what if the curse does to?"

"Well I guess we'll just have to take it…I wonder what will happen, and what's the orb of the night'?" Mavis said.

"I have an idea." I told them "The only 'orb' I can think of…is the moon."

"Maybe it means the full moon?" Lisanna pondered.

"Well the next full moon is tomorrow night." Mavis said "I guess we'll know then."

"But in the day time." I said squeezing my breasts "I think we'll all need to go shopping."

* * *

**The Next Night.**

After spending the day shopping for new clothes we headed back home. They said Mavis had breasts like they had never seen, Double I, they only had one bra her size in the store. It turned out I had grown E cups and Ever had F cups. Lisanna also required an insanely large pair of panties to fit over her new ass.

Since we were unsure of what might happen tonight we all stayed in my dorm room, watching the sunset.

"I hope nothing weird happens." Lisanna said.

"It'll like…be fine." Ever said brushing her hair.

"We'll know if we were right soon." Mavis said "The Moon is almost up and the sun is just about down."

I gulped and watched as the sun slowly drifted out of view. Once it disappeared I felt a tingle all over.

"I…I feel funny." I said.

Everything felt fuzzy…

"Me to." Ever hissed.

My body….

"Same!" Lisanna groaned.

We were all grabbing our stomachs in pain

"What's happening?!" Mavis screamed.

The four of us fell to the floor and began to convulse. My whole body felt strange, it felt like the hairs on the back of my neck were standing up. I felt sore and my muscles ached. Nearby I could hear the others screaming and groaning.

"AH!" I screamed as my whole body was racked with pain.

Suddenly I felt my teeth get sharp. I could feel my muscles pulsing under my skin. My hands felt big and my fingers long.

"HUH?!" I screamed when I saw my hands…They were paws…my arms were also covered in hair.

I looked at the others. Ever's face was morphing and starting to look like a snout. Lisanna was getting covered in hair and Mavis had already grown dog ears and a tail.

"What's happening to us?!" I yelled.

"AHHH!" Lisanna groaned as a tail ripped through her pants.

"RAAH!" I saw Ever start to grow sharp teeth to fill her now long mouth.

"GAAH!" Mavis yelled and her hands became paws.

I felt my clothes rip off as my body became even more muscular. Like Ever I felt my face changing and starting to elongate. Soon I had a tail and ears like Mavis. Then I felt intense warmth in my crotch but that quickly dissipated. Before long the changes stopped.

I could hear myself panting. I looked at my hands, they were paws. I walked over to the mirror, my entire body felt different.

"AHHHH!" I screamed when I saw my reflection.

I was covered in white fur, my breasts were still distinguishable though, my hands and feet were paws and I had an ear, tail, and muzzle. My teeth were all canines and my nose was wet.

"What…happened…?" I heard Mavis voice growl.

I went back into the other room. My friends looked like me, Ever had light brown fur and Lisanna and Mavis had blonde fur. Each of us was still distinguishable due to our various breast and butt sizes.

"We're…" Lisanna said looking at herself.

"Werewolves…" Ever finished.

I felt a twinge near my crotch and saw I had missed something during my transformation…

I had grown a long, throbbing, pre-cum dripping dick…and I wasn't alone the others had each had one two.

"That 'orb' in the book must have been the full moon." I said.

"And what about these things?" Ever said poking her dick.

"I don't know but it feels weird." Lisanna added.

"Will we change back?" Mavis asked.

"Hopefully when the sun comes up we will." I said while having the strange sensation of wanting to use my foot to scratch behind my ear.

The sensations of this body were strange. My senses seemed heightened. Everything looked a little whitewashed but I could hear girls talking three rooms over despite the soundproof walls. My nostrils were filled with a million different scents each corresponding to some thing or someone, and for some reason my blood felt like it was on fire.

"I've got this itch." Mavis growled.

"I know me to." Lisanna said.

"The inside of my brain…wants something…" Ever said.

I felt a twinge in my crotch so I reached down to scratch it "It's like it wants me to fulfill a need."

The four of us looked at each other, panting like dogs, or tails swishing aggressively. Inside we all knew what our bodies wanted. We looked up and the sky through the window and saw the moon

"ARROOOOOOOOO AR AR AROOOOO!" we all howled and then jumped out the window.

We each ran off in a different direction. Lisanna and Mavis went north, Ever south and I ran east down the road.

We had a need…a need to seed…

I ran on all fours, I was so fast now I was halfway across town in just a few minutes.

"GRRR!" I growled as I ran.

My brain only had one thing on its mine, a need that needed to be fulfilled. That's when I saw her, a woman alone in the park. My tongue came out and licked my sharp canines.

"RRRRR." I growled lowly.

The woman turned and looked toward the bush I was hiding behind. She had long rust red hair and huge breasts, she smelled like burnt hair.

"Is someone there?" she said walking closer.

_Just a few more steps…come to me…_

I tried to quiet my breaths and panting as she got within a few feet.

"Hello?"

***ROAR!***

I jumped out of the bush and tackled her to the ground. I was savagely panting and slobbering all over this lady. She screamed and told me to let her go. I used my sharp claws to rip the front of her dress and free her bouncy chest. I licked her tits all over and used my paws to discard the bottom of her dress.

"No...Please…" she begged.

My body was practically moving itself. The stiff cock between my legs was begging for relief. My mind was mostly a haze it only wanted one thing…sex

"RAHH!" I growled as I forced my hard cock into this woman.

"NOOO!" she screamed.

My body began thrusting. I was slobbering all over as I violated this innocent woman. On the outside I was moaning and basking in pleasure but on the inside I was crying. With no fight left I kept slamming into her.

"Grrrr…rrrr….rrrr…" I felt a pulsing in my crotch.

"I don't care just not inside!" the woman yelled.

"GRRRR!" I growled and snapped my jaws as her causing her to keep quiet.

I thrusted a few more time.

"AROOOOOOOOO!" I howled as I exploded inside this woman and filled her with my wolf semen.

I slid out and ran off into the forest. I sprinted back to my dorm and climbed in the window. I fell onto the floor and passed out.

_What have we done?_

* * *

**Ever's POV**

This werewolf body felt so strange. I was powerful and fast but I only had one thing on my mind.

"I need a bitch." I growled sprinting down a street on all fours my brown fur flying in the wind.

I was in an alley when I saw her, a woman. She had long brown hair, large breasts and she looked sloshed, she had clearly just left the bar next door.

I let out a low growl as I watched her stumble into the alley I was hiding in.

_Closer…_

I waited for her to pass and then I pinned her to the wall.

"Ohh…someone's frisky." She moaned as I licked up her neck

_She tastes delicious._

I growled at her.

"So bold trying to take me in this alley." She said touching my fur "You're hairy to buddy."

_She's so drunk she like…thinks I'm a dude._

I grouped her nice breasts with my paws and made her moan.

"That's it big boy." She said throwing her head back "Take me!"

I pulled her jeans off and forced my raging boner inside her.

"Ohh." She moaned "You're big~"

I grunted back and started thrusting. The stimulation of my cock made me feel so good. This woman either didn't know or didn't care what I was doing to her. I dug my sharp claws into her arm as I pounded her warm pussy.

"Oh yeah that's it." She said "You're hitting all the right spots."

I licked her chest with my tongue and then felt had a strange feeling down below. Before I knew it cum was flying out and covering this woman.

"RRRAHHHOOOOOO!" I howled as my orgasm stopped.

The woman scooped some of the cum off her breasts and stuck it in her mouth.

"Not bad big guy…you come by again okay."

I climbed up to the roof and headed back to Mira's dorm. When I got there the only person home was wolf Mira, and she was asleep on the floor. Deciding to follow her lead I also curled up on the floor and passed out.

* * *

**Mavis' POV**

Lisanna and I were running through the woods looking for something to stick our dicks into. My body was faster like this but my breasts were still huge and that slowed me down a tad. Each step I took my breasts flailed around and my cock bounced into my hard, muscular, furry stomach.

Eventually Lisanna and I came across a tent in the forest. There were two unique scents coming from inside, both female.

"You ready?" I snarled at Lisanna.

"I need some relief." She growled back.

Her cock was clearly throbbing and leaving a puddle of precum under her. Mine wasn't much different.

The tent opened and two women came out. The first was flat chested and had short blue hair the other looked a little older; she had longish purple hair and large supple looking breasts. The second reminded me of Miss Ur, a teacher at our school.

"Which one do you want?" I asked.

"I'll take the busty one." She smirked, flashing her sharp teeth.

"On three." Said getting into a pouncing position.

"One…"

"Two…

"THREE!"

* **ROAR!***

The two of us growled and pounced on the two women, forcing them to the ground.

They yelled in surprise but I wanted nothing to do with that. I ripped the clothes off my victim and stuck my painfully hard erection into her warm snatch. I stood up and carried this woman around as I fucked her in the forest. Lisanna had her prey on all fours as she did her doggy style.

_How apropos._

The two of us fucked these women silly. I had never felt pleasure like this before…it was incredible. Lisanna's prey was bouncing all over the place as her body was rocked by my fellow blonde haired wolf. Even though she was covered in fur I could still see Lisanna's big ass shake when she collided with the one riding her dick.

_That ass looks delectable._

I felt a twinkle in my crotch and suddenly I was releasing inside this woman.

"AROOOOOO!" I howled in pleasure.

"AH! AH! AHROOOOOOOOO!" Lisanna howled as she finished inside her prey.

I looked over at Lisanna as she slowly pulled out. As she stepped back I saw her fat ass wobble. I visibly licked my sharp teeth and let out a low growl. I quickly went behind Lisanna and shoved my once again hard cock into her.

"OHHHH!" she gasped as we fell back.

I wasted no time thrusting into Lisanna's big booty.

"That's good." She panted "Harder!"

I increased my speed and soon I was plowing into Lisanna at near blinding speeds. It didn't take to long for me to feel that same sensation from before.

"Mavis…I'm gonna!" Lisanna barked.

"Here it comes!" I growled.

I felt my semen flood Lisanna's tight ass and make her climax. We both howled at the moon before getting up and running back to Lisanna and Mira's dorm room. We appeared to be the last two back as Ever and Mira were already asleep on the floor.

_I could get used to this. Getting to be strong and fast like this once a month…being able to fuck someone…I like it._

I saw that Lisanna had gone to sleep. I was about to go to bed myself. I took one last look out the window at the moon.

"ARRROOOOOOOOOO!" I let out a loud howl "AR! AR! AROOOOOO!"

It felt so good to call out to the 'orb in the night'…it made me feel whole.

"AAARROOOOOO!" I let out one last bellow before curling up in a ball and falling asleep.

* * *

**Mira's POV**

It was strange. I was the first one up in the morning. I saw we were all naked but other than that we looked like we had the night before, beautiful and not covered in fur. Our wolf forms were gone and so were the cocks. I turned on the news expecting to see a story about what I had done to that woman last night…but no such report came up, not even on the bottom line.

Soon the others woke up and we assessed the situation. We figured that the same thing would happen during next month's full moon. We spent the next two weeks of spring break doing research on the book. Mavis had discovered the reason no reports about us were on the news was because if a werewolf has sex with a human, the human's memory will be wiped of the event.

_That doesn't change what I did to that girl…_

After weeks of work we managed to finish translating the book, we now knew what each spell in the book did. We also learned that if you used the book on yourself you would gain the curse, but using it on others wouldn't give it to them.

"Wish we had like…known that sooner." Ever said "We could have done it to each other to avoid the curse."

"So what are we gonna do?" Lisanna asked "School starts tomorrow, are we just gonna go like nothing's changed."

"I'd say that makes sense." Mavis said "We'll try and brush it off as a sudden growth spurt."

"Over two weeks?" Lisanna raised an eyebrow "You think people would believe you grew tits like that in two weeks?"

"Well with or bodies like this." I smiled "I doubt anyone will care how we got it."

"Well what about the book?" she asked "It's dangerous to just leave it in the room unattended."

"I have a plan for that to." I said picking up the book that changed my life "We're gonna use this baby to get back at the people who made our lives hell."

The others smiled.

"Starting tomorrow." I smirked "The whole school gets turned on its head…and I know just who to get back at first."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Chapter Hint- Lucy has a strange run in with a relative.**

**I started a new poll so you guys can vote for what AU we'll do after we wrap up the High School AU.**

**Till Next Time!**

 

 


	84. Dreamscape

_Italics indicate thinking_

**Bold is for attacks.**

* * *

**Lucy's POV**

Our little side trip was over and now we were heading back to the guild. Tomorrow I planned to tell the guild the truth about me, but first I had to take Happy to see Porlyusica again, she seemed to be showing already even though she was only a week pregnant.

"Hmmm." She said holding a device to Happy's stomach "I see…"

"Is everything alright?" Happy asked.

"You and the baby are perfectly fine." She told her.

"Well then why does she look kinda far along." I asked.

"Are you aware of the gestation period for a cat?" she said "It's approximately 66 days."

"Are you saying…?"

"She's progressing faster because she's part cat…I wager the baby will be here in 6-8 weeks."

"Oh…just great." I said grinding my teeth.

"Are you…upset?" Happy asked.

"Of course not." I said "I can't wait to meet him or her."

"Her…" Porlyusica said "It's going to be a girl."

"How do you know?" I asked.

"Just do." She said "I suppose you need to start thinking of a name."

"I guess we do." Happy got up and told me she'd wait for me outside.

I stayed in the tree.

"What do you want now girl?" she asked.

"Thanks." I said "You've been a big help lately."

She didn't respond for a while.

"Why are you still here?!"

"I'm leaving jeez!" I yelled slamming the door.

I found Happy outside waiting for me.

"So." I said as we started walking "got any ideas for a name?"

"No." the catgirl responded "You?"

"Nah."

We took a few more steps when Happy stopped.

"What's wrong?"

"That's it." She smiled.

"What?"

"The name…Nona…"

"Nona?" I said "If that's what you want. I think it's a beautiful name."

* * *

**Later That Day**

"And so…That's what I am." I said finishing my speech "I'm sorry I kept this all from you…"

I was standing on the stage in the guild…watching everyone stare at me. The silence was painful; I thought I could just die.

And Then…

No one cared. People came up and hugged me and said that they were happy that I would tell them something so personal. Although they were a little freaked out by the concept of Female Happy and the boys as girls.

I took a seat at the bar and sighed. Mira gave me something to drink and I was able to relax.

"So what made you tell them?" Master said sitting next to me.

"Well first Happy got pregnant…and I felt that it was time." I told him "It felt right."

Master hummed to himself "Also what's with him?"

He was gesturing to Simon.

"I don't know." I told him "He won't talk to me and he keeps giving everyone an attitude."

"I'm sure he'll come around."

"He…he said he didn't think of me as his mother…" Just saying that made me hurt "You dealt with Laxus what do I do Master?"

He hopped off the stool "Each person must find their own way…you're his mother, you figure it out."

I laid my head down on the bar and sighed.

"What's wrong?" Mira asked.

"Mira? When did life get so complicated?"

My just smiled in a reassuring way "Probably the day you started all this with Cana."

I just laughed to myself.

"You know what I just realized." Mira said leaning down and looking into my eyes before kissing my quickly.

"Mira!" I yelped.

"We can be affectionate in public now."

I blushed, embarrassed about her public display of affection. I could see some people looking at us, specifically Macao and Wakaba.

"Stop staring perverts." I said.

"You have wives and children don't you?" Mira said "Act like adults."

The two turned away when Mira gave them her angry look. She turned back to me and grabbed my hand.

"So…do you have any plans for tonight?" she said.

"Not yet." I smiled back "What did you have in mind?"

* * *

**Later.**

"Mmmmm." Mira moaned as I kissed her neck and slowly started to undo the ties of her dress.

I sucked on Mira's neck to the point I feared I might give her a hickey. Mira slipped out of her dress and laid next to me. While we kissed I rubbed my hand over her breasts and used my thumb to play with her nipple.

"Lucy…" Mira moaned when I broke the kiss.

I stood above Mira and smiled at her "We haven't enjoyed each other's company in a while."

Mira wrapped her arms around my neck and kissed me while I slowly pushed into her.

"Lucy…I love you." Mira whispered.

I was gently thrusting into Mira "I love you to Mira."

I gently loved Mira making her moan my name as I rubbed her walls.

"Yes Lucy…" Mira moaned "More…"

I increased my speed with Mira, watching her chest wobble each time our bodies connected. I even felt my own chest shake in tandem with Mira's.

"Mira…" I grunted "I'm gonna…"

"Inside me Lucy." She said "I…I want you inside."

Mira suddenly kissed me "Please…"

I just shook my head "Okay."

I did Mira for a little longer before she climaxed.

"HAAA!" Mira let out a high pitched moan "LUCY!"

I kept going for about 30 seconds more before I couldn't stop myself.

"MIRA!" I moaned as my seed flooded into Mira.

I waited a minute, letting the last few ropes of spunk shoot out before pulling out of Mira and lying next to her. Mira rotated her body and laid her head on my shoulder. I unconsciously put my arm around her waist.

Mira quickly drifted off to sleep. She looked so cute with her hair down. She even looked peaceful in her sleep.

I let out a quiet laugh as I looked over her naked body "Don't think I don't know what you just did…you little She-devil…making me do that to you…I hope you're happy."

I pulled Mira close and drifted off to sleep.

* * *

**Lucy's POV**

**Somewhere…**

_Where am I?_

I looked around, nothing but white light and empty space.

"Hello?" I called out "Mira? Erza? Anyone?"

I got no response so I just started walking. I don't know how long I walked for but all I saw was emptiness.

"Lucy…" a voice called.

I jerked my head.

_That voice!_

"Lucy…"

_MAMA!_

"Over Here Lucy…"

"MOM?!" I yelled but I got no response.

I ran in the direction of the voice. In the distance I could see the silhouette of a woman. She was wearing a beautiful pink dress and she looked so regal.

"MAMA!"

I ran to her but she never seemed to get any closer.

"Mom it's me!"

I felt like I was going nowhere but soon she seemed to get closer.

"Mom!" I tried to touch her…but she just vanished.

"MOM?! Mom where did you go?"

I felt someone touch my shoulder. I spun around and came face to face with my mother.

"Mom?"

She just smiled at me.

"Mom where am I?"

"You're nowhere." She said "And everywhere."

"I...I don't understand." I told her.

"Come along Lucy I have many things to show you." Mom said walking off.

"Mom where are we going?"

"That is not important right now." She said.

"But…okay…so how are you?" I asked trying to get an answer.

"As good as I can be…You know being in the afterlife and all." Mom explained.

"I miss you Mom." I whispered.

"I miss you two sweetheart." She turned and smiled at me "But I'm always with you…right here." She said touching my heart "I watch over you every second. I see you…I see your friends….and I see my grandchildren."

"I…I wish they could meet you mom."

"And I wish I could met them to." She said.

A door suddenly appeared in thin air.

"Go on." She said "I'm afraid this is where we must part."

I slowly turned the handle.

I took one last look "Will I see you again?"

"If fate permits it…"

"I love you Mom."

"I love you to Lucy…"

I stepped into the door, and it shut behind me. The room was nothing but empty darkness.

"What is this place?"

Suddenly a screen appeared in thin air and a video started playing. The image was fuzzy, nearly unwatchable.

I listened to what it said.

* * *

**Video 1…**

"Lucy where are you going."

_That's Master's voice…_

"To find Erza and Mira!"

"You can't go running in blind."

"I have to save them!"

* * *

I stared at the screen.

"What? I don't…"

The next segment played.

* * *

**Video 2…**

"NO!"

_That's me._

"You have to make a choice! If you don't do this all your friends will die!"

"I…I won't sacrifice my friend!"

"Lucy this isn't the time! You have to break my key!"

"No…no…"

_What…is this…make it stop…_

"I only put up with you because you're her daughter…I've hated you this whole time."

"I don't care…you'll always be special to me…"

"This is the only way to save them. That's what's important. The power to save your friends not some damn key! NOW DO IT!"

_Make it stop…I can hear myself crying…MAKE IT STOP!_

" **OPEN…"**

* * *

The screen cut out. I was shaking…what was that…

Before I even realized the next one had started.

* * *

**Video 3…**

"Please…don't leave like this…"

"Lucy…this is just something I need to do…"

_Natsu?_

"Can't I come with you?"

"I have to do this alone…goodbye Lucy…"

* * *

"I don't understand?" I called out "Who's showing me this…why?"

The screen clicked again and a fourth video came on. Unlike the others this was a clear sharp image. It was of some destroyed ruins. There were a ton of injured on the ground. A blue haired girl with a vase, a boy in a baseball hat, a blonde haired girl, and another with cat ears. All these kids looked to be in their teens.

There were three people staring each other down. A girl in a cowboy hat and a girl who had long white hair. Looking back at them was a man with short spiky red hair; he was also wearing a suit of armor.

Then the video started….

* * *

**Video 4…**

The wind was blowing softly as the three kids had a stare down.

"This has gone far enough Simon!" the girl in the hat said.

"There's no point in trying to talk him down Asuka…" the white haired girl said "He's to determined…we'll just have to beat him senseless."

"You two beat me…that's laughable. How many fights have we had and you've never bested me have you Asuka…"

"Big Sis…" the white haired teen said.

"Mirai get the others and leave."

"No we want to help you…" the girl with the jar said.

"Listen to you big sister…I'll deal with this."

"Come on let's go." The boy said.

Most of them left. Now the two eldest were looking at each other. The tension in the air was palpable.

_These kids…_

"You can't open an Anima from this side Simon."

"I'll do what has to be done to get back to my homeland…" he said "Do you intended to stop me."

He pointed his blade at her.

"Mom's gonna be so pissed when she wakes up." The girl said as a rifle appeared in her hand "Don't you care about her feelings at all?"

The man dashed forward and the girl blocked his swing with her gun.

"I don't give a damn about that woman!"

"That's a lie and you know it!" she said blowing him back with a shotgun blast "No matter what you did she never got angry with you…she felt terrible that she pulled you away from you home…"

"That woman doesn't care about me at all."

_This can't be…_

"This Family is garbage!" the man yelled.

"You're part of it so you must be garbage to!" she yelled back "We are a family…and family shouldn't fight."

"I'm not your family."

"Yes you are…" the woman said "I'll beat that into you if I have to."

"Is that a challenge?" he said readying his sword "Then come sister, let us settle our feud once and for all."

"Let's go!"

* * *

**End of Tape…**

"What the heck?" I said "Was that…it couldn't be…"

I saw a light appear in the sky.

"Lucy…Lucy wake up…"

* * *

" **AH!"** I jerked up in bed.

"Lucy are you alright?" Mira asked.

I was panting and covered in a cold sweat…it was two in the morning.

"You look like you had a terrible dream." Mira said.

"I think you're right." I told her "But…I can't seem to remember any of it…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**A ton of world building this chapter.  
**

**Suggest who you'd like to see in the future.**

**Edit: March 9th 2:25- I decided to start an adventure spinoff for this story. It takes place in the future. You can follow Asuka and her siblings as they go on their own Fairy Tail Adventure. If you read it you can learn about Lucy's children who haven't even been conceived yet.**

**The Name of the story is _\- The Heartfilia Family_ **

**Next Chapter Hint- Lucy gets a very strange request from a guild member.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 423-Because I Love You** _

**What a...okay?...Chapter. I was expecting something big from Natsu but not that. I hope this doesn't make him too strong. I just don't want Fairy Tail to become like Dragon Ball where the Antagonist are so overpowered it become unreasonable.**

**I'm not gonna lie I was sad to see Chelia go, but I really loved the page of her a Wendy. I hope the two get more time together in the future.**

**Didn't see Juvia coming as the next pick up. Maybe we'll find some more people between where the team is now and the place Juvia is. If I had to pick so baddies for Juvia I'd be interested in see Jose and the last two Element 4, we know what happened to Totamaru but what about Aria and Sol?**

**And I'll still be over here, slamming my head into a wall, waiting for the slow return of my beloved Erza…**

**I hope two things for when they find Erza.**

**1 She's not with Jellal.**

**2\. She didn't get wrapped up in that whole making Wizard Saints become the council. With Makarov gone I'm worried they had Erza do it in his place.**

**I mostly don't want see #2 because it would really fuck up my other Fairy Tail Story, seeing as you know…my OC and Erza are married in that story and that could make his story get forced in that direction.**

* * *

**Till Next Time!**

 


	85. Writing on the Wall- FemFreed

_Italics indicate thinking_

* * *

**Lucy's POV**

"Positive!" Mira gave me a thumbs up "I'm pregnant."

_How unsurprising…_

"Isn't this great?" Mira hugged me.

"Yeah…I'm happy." I smiled.

"You don't seem very happy." She said.

"I'm sorry." I told her "I had a long day."

"Do you wanna talk about it?"

"Umm…okay." I said "It all started…"

* * *

**Flashback to this morning.**

I was sitting in the guild with Cana and Cornelia. Everyone was a big fan of the babies and loved when we brought them to the guild. My mind was elsewhere, checking on Happy. She was progressing faster by the day and she already had a bit of a tummy. I was also very tired because I hadn't gotten much sleep the last few days. I remember having a dream…but I don't remember what it was about. I've had trouble sleeping ever since.

"Lucy…hey Lucy." Cana shook my shoulder "Someone wants to talk to you."

"Huh?"

I looked up and saw Freed was sitting across the table from me.

"Oh hi…" I mumbled.

"Lucy are you still not sleeping." Cana said.

"It's nothing." I said "What'd you need Freed?"

Freed went on some long winded speech about how great Laxus was…I kinda tuned him out.

"Natsu said you might be able to help me? Will you?"

***Snort!*** "MPHMP!" I mumbled snapping out of my daze "What?"

Cana leaned over "Freed wants you to do what you did to the other boys."

_Wait…he wants me to…_

I rubbed the sleep from my eyes "I don't know Freed…"

I had expected someone to ask me to do that to them but I always expected it to be Macao or Wakaba, figured they'd use it as a way to take advantage of women.

"Please!" he pouted.

_What is he doing?!_

"No Freed." I told him "If I say yes to you I have to say yes to everyone. And I'm not gonna do it so you can 'get closer' with Laxus."

He got all depressed.

"Why don't you just ask the Princess?" Cana suggested "I bet she'd help you out."

"Oh yeah…" I said "go ask…Hisui…"

I leaned forward and closed my eyes "Nap time…"

* * *

**Back in the Present**

"So you sent Freed off to the Princess." Mira asked.

"Yeah."

During my story I had laid my head in Mira's lap and she was petting my hair.

"I'm so tired Mira." I said "But I can't get any sleep."

"Why is that?" she asked.

"Every time I get close to sleeping I remember I might have that dream again."

"You said you didn't remember the dream." Mira said.

"I don't…but something keeps telling me it was more like a nightmare…"

* * *

**Hisui's POV**

"Lucy sent you here for what?" Cosmos asked this man.

"The Princess is not a tool for your fantasy." Kamika told him.

"That's enough girls." I silenced them "Let me get this straight Mr. Freed."

"You want me to make you a woman, so you can impress your best friend…"

"If I'm an attractive girl Laxus will surely love me." He said.

_Talk about desperate…_

"Princess you cannot seriously be considering this ridiculous request." Kamika said.

"It's fine Kamika." I said "I will honor your request Mr. Freed."

He suddenly got way too happy.

"Kamika, Cosmos, come along." I looked at the green haired man "You wait here."

It took my knights back to my room and disrobed.

"Princess why are you doing this?" Cosmos asked me.

"It think it could be fun." I told her "Now then let's get to work."

The two knights dropped to their knees and began to stimulate my length.

"Oh…" I softly moaned "That's good; you've two have been practicing with Lucy haven't you."

They both just smiled. Kamika took a long lick before devouring my cock. Cosmos followed her lead and began to lick my testicles.

"So warm…" I moaned "Lick more."

Cosmos took my balls deeper down her throat and Kamika increased the speed of her sucking.

"Haaaaa." I sighed "I'm getting closer."

Kamika hummed as she sucked my cock and made it vibrate.

"Ohh." I hissed "Here it…"

"OHHHHHH!" I moaned as I shoot cum all over.

I groaned as the last rope of spunk shot out and Cosmos caught it in a cup.

"Here you go Milady." She said handing it to me.

I took it and walked out of my room while Cosmos and Kamika dressed me as I walked. The two dropped my robe over me and helped me into my bra as we progressed. I headed out into the room.

"Here!" I threw the cup at Freed, splashing him with my semen.

A reaction happened and Mr. Freed changed into a girl. She looked kinda the same…just that she had more feminine features and decent sized breasts on her chest.

"Thank you." She said in a high voice.

"You're Welcome." I told her "Felicia."

Kamika and Cosmos both grabbed her arms.

"Now then." I smirked "Girls please bring our new friend back to my quarters."

I followed after the knights as they took the new girl to my chambers. They dropped her on the bed and stripped her down.

"She looks wonderful." Cosmos said playing with the girls breasts and tying her down with vines.

"She did come out quite well." Kamika said spreading the woman's legs.

I crawled between her legs and used my long dick to tease her entrance. Felicia was warm and wet, ready to accept my dick into her folds.

"Now let's get you broken in." I said as I pushed my dick into her folds.

She hissed in pain as I tore through her hymen. I gave her a second to adjust before I began rocking my body forward and stimulating the two of us.

"Ugh!" I groaned "So tight."

I grabbed her hips and started thrusting. My dick felt so good buried deep inside this girl.

"Ah!" she yelped and moaned as I fucked her.

I watched her average sized chest shook with each thrust and I watched her long green hair swish around. Kamika and Cosmos came over and played with her breasts while I plowed her warm snatch.

"Ha…ha…ha…" I hissed "Oh yes so good!"

I heard the girl under me squeal and moan as my long dick pushed the very back of her walls.

"GAH!" I bit my lip "I'm gonna….HAAAAAA!"

I pulled out and blew my load all over Felicia's chest. Kamika and Cosmos used their sweet tongues to clean her off.

"I'm going to shower." I told them "I hope you enjoy your present."

_I heard Lucy hasn't been feeling well lately, maybe I should check on her._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

* * *

**In case you missed it Asuka and her Siblings now have a spinoff of their own. It's Adventure and Family based. It takes place about 18 years away from where Futanari Lucy is right now. So some children who haven't even been conceived yet make appearances.**

**You can see Asuka and her siblings' adventures in...**

_**The Heartfilia Family.** _

* * *

**Next Chapter Hint- Hisui holds a little Party to cheer Lucy up.**

**Till Next Time!**

 


	86. Futanari Party

_Italics indicate thinking_

* * *

**Lucy's POV**

I stared up at the ceiling, another restless night. I looked over and saw Levy asleep next to me.

_Nothing…makes me tired…_

So I sat there all night and didn't sleep, for the fifth day in a row. So I sat there and I started to cry. I was so stressed out that it was the only thing I could do.

"I just…I just want to sleep." I cried "Please…"

It was starting to get worse and worse. I could barely focus, I was starting to see things and I was ignoring everyone around be. I wandered around the house like a zombie. I've had a night or two before where I had trouble sleeping but nothing like this.

The sun came up and I went through the motions of my day. I showered; I took care of the babies and tried to take a nap on the couch.

"Lucy it's almost been a week." Sorano said "You need to go see a doctor."

"Huh?" I said looking around "yeah…maybe you're right."

"Allow me to try first." Someone said entering the room.

It was Hisui and she was accompanied by Cosmos and Kamika. Hisui walked over and held my hand.

"We've got the perfect way to help you." The princess said.

"We?" I mumbled.

"Come along I'll show you." She said helping me up "If this doesn't fix you, nothing can."

She pulled me over to my bedroom door.

"Get ready." She said opening the room.

I looked in. On the bed were Meredy and Virgo. They were looking into each other's eyes while stroking their own cocks. Hisui pulled me in to the room and undressed me before taking her own clothes off.

"I thought we could have a little get together with the other Futanari." She said turning my head to kiss my lips.

She reached down and began to stroke my cock so it would get hard. Out of the corner of my eye I could see Virgo squeezing Meredy's breasts as the young girl moved down to begin to suck off my spirit.

"Hmmm." I moaned as Hisui stroked my cock.

With her free hand she took my wrist and guided me down to stroke her. I watched Meredy and Virgo come over and stroke each other like Hisui and I were.

"Lucy…" Meredy moaned as I used my other hand to help Virgo please her.

"Princess…" Virgo moaned as Hisui reached across to stroke the spirits dick.

Our arms were all crisscrossed as we stoked each other. We looked longingly into each other's eyes.

"Ohh." Virgo moaned "I'm going to…."

"Me to." Meredy warned.

"Yes…more…" Hisui groaned.

"I'm right there…" I said biting my lip.

"AHHHHH!" the four of us moaned as the same time.

Ropes of thick cum flew out of our dicks, splatting and colliding in the air. My hand got covered in a mixture of various different girls' semen.

"Haaaaa…" I sighed.

Virgo walked over and leaned against the wall.

She wiggled her butt "Please Princess…"

I saw Meredy and Hisui begin to kiss and then Meredy jumped into Hisui's arms. I walked up behind Virgo and slowly slid into her.

"Ohh Princess…" she moaned "You're so big."

I mumbled at Virgo. Behind us I could hear Hisui and Meredy fucking aggressively. Meredy was bouncing up and down while Hisui held her up, Meredy's large chest bouncing as she moved.

I gave Virgo a light tap on the ass.

"You know…" I said "I haven't seen Bimbo Virgo in a while."

I heard Virgo start to giggle. I kept fucking her from behind as her hair got long and grew to touch the floor, I felt her butt grow larger in my hands and I saw her breasts balloon to gargantuan size.

"Like…FUCK ME HARDER!" she yelled.

I grabbed Virgo's wide hips and began to thrust faster. I could feel her ass shake with each thrust and heard her breasts flop around as her body was pushed.

"Oh Hisui!" I heard Meredy moan "You're so tight!"

I saw that Meredy was now the one doing Hisui, the pink haired girl had a little cum dripping down her thigh.

As reached forward and grabbed Virgo's massive udder like breasts as I plowed her with an increased speed.

"Yes! Yes!" the spirit begged "It's so good! Fuck my pussy!"

"Virgo I'm…I'm gonna!" I warned "CUMMMMM!"

I exploded inside the busty bimbo and she moaned and her cock spewed its juices all over the wall. Back on the bed Hisui was laying down as Meredy grinded into her pussy. I snuck up behind her and then I pushed my long girth into her.

"Ohh Lucy." She moaned "I was hoping you'd do that, pleasure from the front and back. This is like the first time we did it with Ultear…pleasure all around."

Suddenly it was spark went off in me.

_I remember that…it feels so long ago…why have I been like this…I never used to be one to worry about the future…why am I letting bits and pieces of a bad dream keep me up?_

I suddenly got more aggressive as I banged Meredy. She and Hisui we're both moaning loudly. I could hear our bodies colliding. I saw Virgo bounce on over to Hisui and start getting her large dick sucked by the Futanari Princess.

So we all laid there, me fucking Meredy, Meredy fucking Hisui and Hisui sucking off the bimbofied Virgo.

"Like…oh yeah." Virgo moaned as Hisui sucked on her dick "I think I'm gonna…"

"OHHHH!" Virgo leaned her head back and exploded inside the princess' mouth.

Hisui gagged and gurgled.

"Oh…so tight!" Meredy suddenly yelled "I can't…hold on!"

I felt Meredy get tight "WOOOOOOO!"

Meredy's walls clamped down on my dick and sent me over the wall.

""Here it comes!" I warned "AAHHHHH!"

I released inside the sensory girl. I was going to go into Hisui next but.

"I'm…so…tired…" I said falling onto the pillow.

And then I blacked out.

_I guess sex fixes everything…_

* * *

**Hisui's POV**

"She's asleep." Meredy said.

"Thank God." I said wiping the sweat off my brow.

"Hopefully the Princess will feel better now." Virgo said turning back to her normal form normal.

"I knew keeping her distracted long enough would work." I said "Thank you Cosmos."

The girl opened the door **"Makura Kumura** is a spore that can make even a wyvern collapse. I've never met a person who could stand up to them…well except Wendy…"

"I'm hope this will make her feel better." I said lying next to Lucy "I think I'm a little tired myself."

* * *

**AN**

**Thank you for Reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next week is Spring break for me, they'll be an update Monday and then I'm taking a week off to relax.**

**Next Chapter Hint- Part 2 of the High School AU**

**Till Next Time!**

 


	87. Mira Vs the School Part 2

_Italics indicate thinking_

_**This is Part 2 of the High School AU** _

* * *

**Mira's POV**

It was time, spring break was over and we had to go back to school. Today was going to be the first day the other students laid eyes on our new, stunning bodies. Due to our recent growth we all had to buy new uniforms. Mine and Ever's fit fine with a little bit of adjusting, but Mavis and Lisanna were a very different story. Mavis blouse couldn't really contain her massive bust so she had to wear a sweater to contain her massive puppies. Lisanna struggled to fit her plump booty under her skirt, even the longest one flashed a little of her ass curve.

"Well girls." I said standing before the school gate "Are you ready?"

"Ready as I'll ever be." Lisanna said playing with her skirt.

"I can't wait for them to see me." Mavis squealed.

"Today's gonna be like awesome." Ever said flipping her hair over her shoulder.

The four of us got ready and pushed open the doors to the building. We walked down the hallways passing by people. I could hear them mutter all sorts of things about us.

"Is that…Mavis?"

"No way she was a twig…that girl is stacked."

"Look at that butt." A girl mumbled "It's massive…but not fat…"

"I think that's that Lisanna girl…did she always have that?"

"I don't know I never talked to her."

"Who are those two?" some girl said referring to Ever and I "New students?"

Inside I was laughing at how clueless my fellow students were. I heard everyone admire the four of us as we walked down the hall.

"Well I need to get to homeroom." Mavis said "I'll see you guys at lunch."

"I'll have the book till then." I said her "Don't be late to lunch you might miss the show."

"I wouldn't dream of it." She said walking off.

I headed towards my locker and Lisanna and Ever went to their own classes, I got to my locker and started to open it.

"Excuse me I think you have the wrong locker." Erza said.

Erza has had the locker next to me all fours years here. She was nice enough; she always helped me out when Jenny or Minerva shoved me in a locker.

"This is my locker." I said opening it.

"But…this is Mirajane's locker." Erza said.

"I know." I told her "I am Mirajane. Hi Erza."

"M-Mira?" she stuttered.

"That's me." I smiled "I got a bit of a…makeover."

"Wow." She said "G-good for you."

"I'd love to chat but I need to get to homeroom. Miss Ur will be upset if I'm late."

"B-bye." Erza said watching me walk off.

* * *

**In Homeroom**

I sat at a desk and waited for Miss Ur to take attendance. Miss Ur was my homeroom teacher. She was a woman in in her mid-forties who had been teaching for about twenty years now, and her age was starting to show. She had a few wrinkles under her eyes and a couple of grey hairs but otherwise she looked good for 45.

"Juvia?"

"Here.

"Minerva?"

"Here."

"Jenny?"

"Here.

"Mirajane?"

"Here!" I smiled.

The whole room made a noise and Miss Ur looked up.

"Mira?"

"Right here Ma'am." I waved.

"Who are you?" she said.

"I'm Mira." I told her "I've sat in this seat for homeroom all year. I just got a little dressed up."

"Umm okay." My teacher said checking her attendance before moving on.

"That can't possibly be that dweeb." I heard Jenny say "She actually looks…good."

"I know right." Minerva sneered "Like…better than us."

I turned around and waved at the two.

"Morning girls."

Behind my smile by brain was all mischievous.

_I have big things planned for you two….just you wait._

* * *

**Later that day at lunch.**

So far my day had been spectacular. Everyone was treating me nicely and for once people seemed to care who I was.

_I guess looks do matter._

"Ladies." I said sitting down with my friends "How was everyone's day."

"Great." Mavis said "Gym was really fun. They're…so bouncy."

"My day was about the same as normal." Lisanna said "A little drafty though."

"I like…looked like a…idiot." Ever said "I don't like remember anything and I can't keep up in class."

"I'm sorry Ever." I said petting her arm "I'm sure it'll get easier."

"So Mira you still have the book right?" Lisanna asked.

"Yep." I patted my bag "Are you guys all set."

Mavis nodded "I can't wait."

I took out the book and held it under the table. We flipped to the page we wanted and went over the plan. We were going to use a trait shifting spell to take the best parts of Jenny and Minerva and give them to some other girls in school.

"So who are we gonna give their stuff to?" Ever asked.

I scanned the room and found two perfect candidates.

"Those two." I pointed to a flat chested duo at the next table.

"I know them." Lisanna said "They're in my history class, Yukino and Kinana."

"Well they'll be perfect." Mavis said.

"What about their butts are we giving them those two?" Lisanna asked.

"No let's spread the love." I said "To them."

I pointed to two juniors who were in my French Honors class.

"Kamika and Sorano." I said "They'll be perfect…they could use some meat on their bones…or butts in this case."

"Alright." Mavis said "Let's focus we can't mess this up, we'll start with the breasts."

"Il…Ragdo…Swaha…Roske!" we all chanted.

I took a second but we all watched with anticipation. Slowly we saw Yukino and Kinana's shirts start to lift up and Jenny and Minerva's begin to descend.

"It's working." Lisanna said "They're growing and those two are shrinking."

"AH!" I heard a scream and saw Jenny get up and grab her chest.

"She must have realized they we disappearing." I laughed.

Now Minerva was up and screaming as well.

"What...is this?!" she yelled.

"Ohh." I looked next to us and saw the shirts of Kinana and Yukino were struggling to contain their growing chests.

"What…huh?!" Yukino said.

"My chest." Kinana said.

"HAAAA!" she screamed as her tits ripped through her shirt and spilled out onto the table, jiggling as they did so.

"AHHH!" Yukino moaned as hers did the same.

The two sat there for a second, panting as their new breasts stopped wobbling and slowed to a stop.

The two of them covered their new chests with their arms and ran out of the room.

"Quick." Lisanna said "Let's move their butts before they run."

We all joined hands and recited the next spell.

"Orro…Onna…Butna…Swiha!" we chanted.

I the following seconds I saw Sorano and Kamika begin to rise up in their seats and watched as Jenny and Minerva's skirts got looser on their shirking waists. It didn't take them as long to realize this time because their skirts fell off and dropped to the ground.

"WAAHHHH!" the two ran out of the cafeteria screaming and crying in embarrassment.

"HUH?!" Kamika said looking at her hiked up skirt.

"This is…?" Sorano said trying to pull her skirt down to cover her torn panties.

The two ran out, their butts wobbling as they did so.

"I'd say that was a success." I said putting the book back in my bag.

"That was hilarious." Mavis said "I haven't laughed that hard in a long time."

"Yeah that was great." Lisanna said "So what are we gonna do next?"

"Let's wait and see what tomorrow will bring." I smiled.

* * *

**The Next Day- Lisanna's POV**

The next day Mira left the book with me for safe keeping. I was in charge today so I needed to be careful. I was zoning out in history class. I saw Yukino and Kinana, both with new shirts to fit the breasts they gained yesterday.

_They turned out pretty good._

They appeared to still be adjusting as they were struggling to write in their notebooks because their tits kept getting in the way. The bell rang and class filed out.

"Hey." I said calling out to the two.

"Hello." They both smiled "How are you."

"I should be asking you that." I said "I heard about what went down in the cafeteria yesterday."

"Yeah it was strange." Yukino said looking at her large chest "I have no idea how it happened."

"And could you believe that Jenny and Minerva were stuffing their bras?" Kinana said "You think you know some people."

"Yeah." I responded.

I walked away from the two, feeling my ass quake with each step.

_This feeling is so good…I love my ass…is so plump and luscious._

I headed to the locker room to get ready for gym. I took off my short skirt and stepped into my gym shorts, which my ass promptly swallowed and stretched out over my flesh. When I got to the gym Coach Kagura had us run laps. I felt my ass wobble as I ran around the track. At one point I passed something that peaked my interest.

"Pick up the pace fatty." I heard someone say.

I turned around to see Millianna, A star on the track team who some people call a cheetah in human form, harassing Risley. Risley was an out of shape girl with a pretty big belly.

"Just go around." Risley told her "You didn't need to be a jerk about it."

"Whatever tubby." She said running around the girl "Why don't you cut back on the donuts."

Millianna passed me and a devilish thought came to my mind. We finished up class and headed to the locker room to get change. I got back in my uniform and dug around in my locker. I opened up the spell book and found what I was looking for.

"This will be great." I smirked starting to recite the spell "Waha…Sycla…Grogo…Dara!"

I closed the book and shoved it into my bag. I looked back at all the girls changing and watched it happen. I was the only one who had finished changing, the others were either in their underwear or naked in the shower.

There was a soft rumbling noise and I saw Risley put a hand on her round stomach.

"Oh?" she said with confusion "That felt odd."

She began to rub her tummy and I saw Millianna put a hand on her locker.

"Ugh…" she groaned.

I stayed behind as most girls exited the locker room to head to class leaving me unattended with Millianna and Risley, both of whom were panting and groaning as they held their hands to their stomachs.

"AH!" Risley groaned and I saw her stomach start to shrink.

"HA!" Millianna hissed as her stomach began to grow.

The two began shifting. The fat melted of Risley and made her stomach smooth and tight. Millianna on the other hand was getting softer and softer and her stomach grew and her arms got a little flabby. Millianna's face also got rounder as some extra chub built up.

"Oh." Risley moaned as her body became curvy and the fat from her stomach caused her breasts to expand.

"GAH!" I heard Millianna grunt as her ass began to get large and her thighs thick.

The two seemed to stop changing after that. They looked very different. Risley had gone from an overweight girl to a curvy and mature woman with large breasts and sizable butt. Millianna had gone from a fit sprinter to a fat, large stomached girl.

"Wah?!" Risley said looking at herself "How?"

"AHHH!" Millianna screamed when she saw her stomach "I'm fat!"

I watched her chubby tummy wobble as she walked. Smirking to myself I grabbed my bag and headed off to class.

* * *

**A few days later- Ever's POV**

Today Mira trusted me to hold the book. I don't know why they trust someone as dumb as me with it but whatever. I heard Lisanna used the book on some girls the other day and I had been wondering about doing the same myself.

I was walking around during my free period when I saw those two girls from the cafeteria the other day, the ones we gave the boobs to. They were talking with a lavender haired girl.

"I still can't believe you guys have those." The girl said.

"Laki stop staring." Kinana whined.

"They're nice and all but we had to buy all new clothes." Yukino told her.

"I guess." Laki told her "Well I should go. Tryouts for softball are this Friday."

"Do you think you'll make the team." Kinana asked her.

"I don't know…I might not be good enough. I need to work on hitting."

"I'm sure you'll do fine." Yukino said "We'll see you later."

The three went their separate ways. I followed Laki to the weight room. She changed into a sports bra and jogging shorts. She appeared to be doing strength training as she was lifting weights. She was struggling to even lift some of the lighter dumbbells.

_I wonder if I could help her._

I took out the book and skimmed through it until I found a spell that would probably work.

"Hasa….Gidi…Dede…Loo!"

I saw a look cross Laki's face but she quickly brushed it off and went back to her workout. At first I thought I had screwed up, failed in some way.

"Jeez I'm sore." Laki said rubbing her arm.

I looked at her legs and I saw they looked more defined, her biceps to. Laki had a look on her face.

"I feel…so strong…" she said through gritted teeth "UGH!"

It seemed like every muscle in her body tensed up at once. Laki let out a loud yell. I watched her body to begin to become more and more defined. Muscle was building up all over. Her biceps grew thick and strong and claves hard like stone. Her stomach changed from smooth to an 8 pack of hard, washboard abs.

"Oh…yeah…RAH!" Laki flexed in front of the mirror and her bra started to tear "More! Stronger!"

The lavender haired girl's muscles rippled and continued to build up. Laki turned and flexed her chest.

"YAHHHHH!" she groaned as she flexed

***RIP!***

New pectorals tore through her sports bra and exposed her growing chest to the air. Not only did she have large pectoral muscles her boobs were growing big as well.

"Mmmmm…I fell powerful. I wouldn't mind getting even bigger." She said.

Her thighs tightened and ripped through her shorts. Her butt looked tone but also round and sexy.

"Yeah!" she yelled as her body grew even more jacked "So powerful!"

Laki kept flexing as her muscles slowed to a stop. She was now hugely muscular. She had a body like an Amazon warrior.

"Wow." Laki kissed her huge biceps "I guess those supplements really worked. I could hit a ball out of the park no problem. They gave me some big tits to."

I watched Laki flex, her muscles rippled with each movement. Her ass was round and her arms looked like they could snap a person like a twig.

"This is great." She said picking up the weights on the bench press with one arm "Nice and strong…but I feel like I could do more."

Just watching her was getting me wet.

Laki did some reps with the weights before dropping them and flexing again.

"Lifting those made me feel good…I wonder if there's something heavier?"

Laki walked over to the weight rack. She squatted and wrapped her arms around it.

"GRRRARHHH!" she screamed out as she uprooted rack and lifted it over her head "YEEEEESSSS!"

I saw some juices were trickling down her toned things.

_Lifting is stimulating her…_

"Wait till they see me now…I wonder what else I can lift?"

I left the girl Flexing nude in front of the mirror. She clearly liked being strong and buff. Part of me wanted to see just how much she could carry but that could weight for another time.

_I did good…the others will be proud…I may have lost my smarts but I'm still useful._

* * *

**The Next Day- Mavis POV**

Today was my day with the book. The other girls had all been doing their own little experiments with the book and today would be my turn. I was sitting in AP Fiore History admiring my own large chest.

My teacher was Miss Ur, today was a field for some of the other classes so aside from me there was only one other girl in class, a senior Juvia Lockser.

_I have a brilliant idea._

Since the class was empty Miss Ur said we could do whatever we liked just so long as we kept the volume to a minimum. Juvia was clicking away on her laptop and I was reading the spell book.

"Here it is." I smiled.

I looked at the two and quietly recited the spell.

"Agha…Swta…Pklol…Vuse!"

Both Juvia and Miss Ur perked up when they noticed a strange feeling between them.

"AH!" Juvia suddenly gasped.

"OH!" Ur moaned.

The first changes started with Ur. The wrinkles under her eyes disappeared and the few grey hairs on her head changed back to their blackish purple color. She then got a tad shorter. Her hair grew out a small amount. Her breasts appeared to become firm and ever slightly bigger. Her ass wobbled as it gained definition and roundness. Her face changed to look younger a bit. She reminded me of that woman Lisanna had fucked when we were werewolves.

_The full moon is coming up next week…I can't wait._

I looked to the other side of the room and saw Juvia changing. Her hair got longer but lost a little bit of its shimmer.

"OH!" she moaned as her breasts grew but also became saggy.

She grew a little taller and her face matured.

The two both panted and I looked at my work. I had successfully switched their ages. Juvia was now 45 and Ur was 18 again. Ur was cute, she had a nice body. Juvia had turned into a total MILF, Big tits and nice mature face. She looked older but her body was in good shape.

The bell rang and I left the two sitting there looking at themselves in confusion. We had an assembly coming up and Mira told us she had big plans for it.

* * *

**At the assembly a few days later, Day of a Full Moon- Mira's POV**

I headed into the gymnasium for the assembly. I found my friends and took a seat next to them. I watched some other students come it. Kinana and Yukino came in, bouncing as they did so. With them was a muscular girl called Laki. I heard a rumor that Laki uprooted a tree the other day but I'd have to see that to believe it. I saw a thin Risley come in and not too long after was an overweight Millianna. Sorano and Kamika came in as sat down on their cushy bottoms. I even saw the stick figures known as Jenny and Minerva.

Just the other day I had gotten a new homeroom teacher, Miss Lockser, she claimed to be Juvia's mom and said that her daughter and Miss Ur had become part of a student and teacher exchange program. We also got a new student, she called herself Urtear.

"So Mira what are you gonna do?" Lisanna asked.

"Just watch." I told her taking out the book.

I waited for the assembly to start. The Principal walked out. Principal Heartfilia started her presentation and I got ready to get back at her for never helping me.

"Suha…Logi…Ukit…Tora!" I casted the spell.

Principal Lucy continued her presentation, completely unaware of her growing breasts and butt pushing the limits of her pant suit. Her lips became plump and her face even more beautiful. I could hear some student whispering about how the principle was acting.

"Mira what did you use on her?" Mavis asked me as I put the book back in my bag.

"A Slut-if-acation spell." I smiled.

The principal was practically bursting out of her suit at this point.

"And to wrap up, what you girls need to remember is…Cock is great and you should suck it a lot."

The principle quickly covered her mouth. The whole room was buzzing as her shirt ripped open and half her tits spilled out. The older woman ran off the stage. Most people were stunned but I was laughing my cute ass off. The assembly was dismissed and the girls and I were ready to go home. I bent over to get my things when…

"Where is it?" I started to panic.

"Where's what?" Mavis said.

"My bag is gone!" I yelled "And the book was in it!"

The four of us all looked for my bag but we had no luck.

"We need to get that book back." Lisanna said as we stopped in the school park.

"Where could it have gone?" Ever said.

"Someone had to have taken it." Mavis said "And we need to hurry it's getting late and tonight's the full moon."

I bit my lip; I wasn't sure what to do. Go home and prepare for tonight or keep looking for the book.

"Are you looking for this?"

We all looked up and saw Jenny and Minerva with my bag.

"We should have known freaks like you didn't get bodies like that without a miracle." Minerva said flipping through the pages of the book.

"We saw what you did to the Principle during the assembly today." Jenny said "How mean."

No one else was around just us and them.

"I bet you were the reason our T&A disappeared." Minerva said "But with this I bet we could get them back."

"Just give us the book." I said.

"You're still a pushover Mira. If you want it come get it!" Jenny said pointing to a spot in the book "Oh look you were even kind enough to translate it for us."

"Don't!" I yelled.

I ran at them but they had already started casting a spell.

"Forseth…Raga….Buta…Fuso!" they both said.

_Wait that's…_

"OHHH!" they both moaned.

There was nothing that could be done now. They're bodies began to return to how they had look before we stole their attributes to give to other girls. Their butts grew and their boobs ballooned back to their old size. During their pleasurable change they dropped the book and I picking it up and threw it in my bag.

"Mira." Lisanna said as we watch the two finish returning to how they used to look "They used those spells on themselves…you know what that means."

"Yeah." I nodded.

Jenny and Minerva stood up and smirked at us. They had returned to normal, big breasts and curves.

"You tried I'll give you that." Jenny said "But you still lose in the end nerds."

Minerva flipped her hair "Now I expect you to start doing our homework again."

"Mira…" Mavis said "The sun is setting."

"What?!" I gasped.

_How did I miss this much time pass?!_

Before I knew it the moon was up and the sun was gone from the sky.

"I feel it…" I hissed "It's happening!"

I saw my friends also grab their stomachs in pain.

"What…is this?!" Jenny groaned.

"UGH!" Minerva yelled as well.

I felt my body start to change. My muscles grew and my teeth got sharp. I felt hair start to cover me and my mouth elongated into wolf jaws. I felt my tail and ears come in and finally I saw the cock erupt out from above my vagina.

I saw my three friends were finishing their transformations as well. The four of us looked like we had last month, big, muscular and hairy.

I looked up at the moon "AROOOOOOOO!" I howled.

Lisanna, Ever and Mavis joined me.

"AROOOOO!"

We looked over at Jenny and Minerva. They're first change was going a tad slower than ours. I got to see blonde fur cover Jenny's breasts and butt. Next to her Minerva was growing a jet black tail and her face was shifting. Soon the cocks appeared on them and the shift was over.

The two looked at each other and screamed. They both looked great, soft fur covered their bodies but their large breasts and butts were still visible. I looked down and saw my cock was dripping precum.

"What did you do to us?!"

"If you had listened and read you would have known about the curse of using the book." I told them.

_My cock is aching._

I licked my teeth "But you two do look like you'd make good bitches."

"What?!" the two yelled.

Ever and I pounced forward and tackled the two.

"Let me go!" Minerva growled.

I flipped Jenny over and got her on all fours.

I licked her pussy with my long tongue "You taste so good."

Next to us Ever was fighting to get Minerva to stay still so she could mount her. Nearby Mavis and Lisanna were groping each other.

I climbed up on Jenny and got ready to plow her.

"Grrrr." I growled at her and slowly forced my cock into her hot folds.

"OHH!" Jenny let out a soft moan "It's huge."

"RAH!" I saw the Ever had managed to mount Minerva and now she was thrusting into her.

I began to slam my cock into Jenny. At first she only moaned a little but soon my bitch was panting.

"You're gonna be a great bitch." I said "You're going to give me a lot of puppies."

I got more aggressive and went balls deep into Jenny. Minerva was also groaning as Ever fucked her. Behind us Mavis was riding Lisanna's hard dick. I turned my attention back to Jenny. I was fucking her like the dog she was. I had mounted her and had no plans of pulling out.

"Ha...ha…ha…Arf…Arf!" Minerva and Jenny were both panting like dogs with their tongues hanging out of their mouths.

I felt Jenny's tail tickle my chest a bit but that didn't slow down my mating.

"GRRR…" I let out a low growl and felt a sensation in my crotch.

"WOOF!" Jenny barked and her pussy got tight and her cock sprayed cum all over the ground "I'm cumming! ARRROOO!"

"ME TO!" Minerva howled as her cock shot spunk all over.

I gave my new bitch a few thrusts and then released.

"AAAARRRROOOOOO!" I howled as I filled her with my seed.

"AROOO!" Ever also howled as she pumped her semen into her prey.

Behind us I heard Mavis and my sister howl as a torrent of cum flew out the two of them. Even after fucking Jenny my need hadn't been sedated.

"ARRROOOO!" I howled at the moon.

Every time I called out to the moon I felt myself get stronger, and get erect again.

I picked out my next bitch. Mavis' big tits just looked to good. She was still recovering from the fucking Lisanna just gave her so I went up and stuck my dick into her.

"WOOF!" Mavis barked "That's good!"

"Ruff!" I heard Lisanna bark and saw Minerva was making her into her bitch.

"GRR!" Ever growled and Jenny mounted her "That's it!"

I turned my attention back to Mavis. I watched her furry tits wobble around as I fucked her. She kept begging me to go harder so I did.

Nearby the others were all going at it hard, panting and howling as they climaxed.

"Mira!" Mavis growled "I'm…AROOOO!"

She got tighter and pushed me to the brink.

"GAHHH!" I roared as I came inside Mavis.

I pulled out and howled to get myself back in fucking shape. Mavis had passed out from the sex with me. I took one look at my sister's big, furry ass. I bent her over and shoved my dick into her.

"OHHHHH!" she moaned "Mira!"

"Your ass." I growled as I mounted her "Is so fucking big."

I squished her ass cheeks together as I fucked her. Near us Jenny was fucking Minerva and Ever was lapping at Jenny's pussy. The three of them were barking and growling as the fucked.

"Mira!" Lisanna barked "It's so...Ruff!...Good!"

"WOOF!" I barked at her "You make a great bitch sister."

"Ruff!" Lisanna responded when I complimented her.

I gave Lisanna a few hard thrusts. Nearby I heard the other three howl as they finished their latest session.

"Here it comes." I yelled to Lisanna.

I felt her fat ass slap into me as I gave her the last of my thrusts.

"AROOOOO!" I howled as I came inside my sister.

I pulled out of Lisanna. She went over by Mavis and relaxed. I took a look at Jenny's hard, throbbing cock and licked my fangs. I went over to her and dropped onto all fours.

I wiggled my butt and swished my tail "Fuck me."

Ever came next to me and got in the same position.

"OHHH!" I moaned as Jenny mounted me and start thrusting.

Minerva was next to me doing the same to Ever. The two of them gave us a good fucking. Before long I was panting and letting my lounge hang out of my mouth.

"I'm gonna." Jenny warned "AROOOO!"

I felt her cum fill me and I had my own orgasm.

"AR AR AROOOOO!" I howled as cum filled me and sprayed out of my cock.

I was tired now. I was all fucked out. I saw that the night was almost over.

The six of us gathered around. The scent of sex filled the air. Everyone looked exhausted. We all stared up at the sky.

We all inhaled.

"ARROOOOOOOOOOOO!" we let out a group howl "AR! AR! AROOOOOOOOOO!"

The sun rose and we all turned back to normal.

"Ha." Ever sighed "That was like…insane."

"That was a curse?" Jenny asked "It felt more like a blessing."

"I guess it depends on how you look at it." Minerva said.

"Girls." I smiled at the bullies "Why don't we put the past behind us. We're so similar now…"

Minerva and Jenny both smiled "Let's bury the hatchet."

I shook their hands "I think this could be the beginning of a beautiful friendship….What college were you two thinking of attending?"

"Hargeon U." they both said.

"They're a costal school right…the sea wolves?" I smirked "I think I'll apply."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 424-AVATAR** _

_**Chapter was…interesting.** _

_**Felt bad for poor Juvia. Finally gets her wish only to have it crumble before her.** _

_**I think there has to be more to these avatar people. They seem too…easy…** _

_**I'd like to give Mashima more credit than to say he's just going to have Gray be a bad guy. It's too easy there has to be more to it. Either the blight from the magic took him over or he's doing an infiltration. It can't be this simple.** _

_**The Gangs headed to Sabertooth next. I think Natsu wants to talk to Sting to see if his Holy magic could help Gray. That or he wants to see if Minerva is having a similar problem with her blight.** _

_**Also the Cover Page, are we getting an Oda-esque cover story? Check in's on the little guys while Natsu gathers the main cast?** _

* * *

**Next Chapter Hint- Lucy welcomes her 4** **th**

**I'm on Spring Break so this story will return next Monday the 23rd**

**Till Next Time!**

 


	88. Nona

_Italics indicate thinking_

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**Lucy's POV**

I walked out into the living room to find Happy laying on the couch.

"Lushie~" she whined.

"What's wrong?" I asked.

"My back hurts." She complained.

"Yeah well you do have a baby inside you." I said sitting next to her.

"Not chest that my boobs are all swollen." She said poking the fleshy orbs.

Happy winced and rubbed her stomach.

"What is it?"

"She's kicking again." Happy said.

Happy was due in a few days and she had really been complaining lately. Her back hurt or the baby was kicking, or she was hungry. I was used to pregnant woman by now but not used to catgirls who progresses at rapid speed. Happy has only been pregnant for about two months now and she'll be delivering any day.

I rubbed my hand on Happy's swollen belly and felt a kick.

"Oh!" I smiled "I felt her."

Happy rubbed her stomach "She's really fussy…she must want to come out."

"Maybe she does." I smiled.

I kissed Happy's bulging belly before leaning up and kissing her. During our kiss I moved back a squeezed her swollen breasts.

"Lucy…" She moaned as I reached into her tank top and freed her breasts.

I played with her nipples and rubbed my nose behind her soft ears.

"Are you two gonna do it right out in the open?" Natasha asked leaning over us "Mind if I get in?"

Natasha leaned over and started kissing me, dunking poor Happy into her cleavage. I looked and saw the pink haired girl wasn't wearing a bra and was letting her large breasts sway free under her vest. The two moved around under me and took my pants off.

"There it is." Natasha smiled licking my dick.

Happy joined her and the two alternated kissing and licking up and down my shaft. It was so hot to watch the two best friends play with me and suck my dick.

"Oh yeah that's it." I moaned "You two are doing great."

Natasha was the one doing most of the work, and Happy got in every once in a while.

"So thick." Natasha said "Come on Happy you try."

I felt the scratchy tongue flick over the tip of my dick a few times before Happy let Natasha go back to work.

"Mmmmm." I moaned as I was pleasured by the dragon slayer "I'm almost there."

I felt Natasha suck me a few more times and then I couldn't hold it in any longer.

"HAAAAA!" I moaned.

As my cum flew out in ropes and got all over Natasha.

"GAHHHHH!"

I looked over and Happy was clutching her stomach.

"Happy?!"

"It's…coming!" she hissed.

I looked and saw the couch was wet, her water had broken.

_I guess we need to get this cleaned…_

"Okay just stay calm." I told her "Let's get you to the guild."

Happy grabbed my wrist, her claws digging in.

"No! I won't make it!"

Natsu had returned to normal "Well then what do we do?"

"Wendy's out of town with Chelia." I said "Just let me think."

"AHHHAAA!" Happy hissed.

"What's wrong?" Yukino said running out of her room.

"The baby is coming and Happy says there's not enough time to get to the guild."

"Bring her into your room." Yukino said **"Ophiuchus!"**

The green haired woman appered "How may I be of service- Denasu"

Yukino explained what the situation was and asked the nurse spirit if she could help us.

"Of course." The snake said "We must move her quickly. Miss Yukino I require blankets, hot water and some other cloths."

Natsu helped the nurse move Happy.

Ophiuchus did a quick examination while Yukino gathered the things she needed.

"You have no reason to worry Miss Lucy" she said "I am the best doctor in the spirit world."

"I trust you." I said "Do you need me to do anything."

"You support for the mother is all that is required at this time- Denasu"

I took a seat by Happy and held her hand while Yukino helped her spirit keep everything in check.

"You're doing well so far cat." The snake said "You were right you wouldn't have made it to your guild in time."

"AHHH!" Happy hissed.

"It's okay Happy you're doing great." I smiled "You can do this."

"Alright Miss Cat." Ophiuchus said "You're going to start pushing at the next contraction okay."

"HAAAA!"

Happy's claws dug into my hand as she followed the nurse's command.

"Good…now breath." She said "And…push…that's it…Oh?"

"What do you mean Oh?!" I yelled.

"It's nothing" the spirit said "I was not expecting the child to have ears."

"AHHHHHHHH!" Happy yelled.

"This is it…one big push, here we go."

"GAHHHHH!" Happy yelled and then I heard faint whimpers.

"Congratulations." Ophiuchus said "It's a healthy baby girl…sort of."

She handed us the baby and I gave her to Happy.

"Nona…" Happy smiled "She's kinda cute."

The little girl was cute. She looked like any baby but she had yellow ears and a tiny nub of a tail

_She's a cat girl…_

"I will stay and make sure everything is in order." The snake said.

I marveled at my new arrival for a while before Ophiuchus tapped me on the shoulder.

"I thought you'd like to know that I sense a great Celestial Potential within her."

"Do you mean?"

The snake woman smiled "She could practice your magic if she wanted."

I smiled "A new Celestial wizard…"

"Miss Lucy." Ophiuchus took Nona from the sleeping Happy and placed her in a crib "May we speak in private?"

"Umm sure…is something wrong with Nona?" I said following her into the hall.

"No nothing is wrong with her…it's about the other five children." She said "None of them use your magic do they."

"Well three are still babies but no Simon and Asuka don't practice my magic." I said.

A look crossed her face "They may not but each has a power similar to yours coursing though them…a small amount of Celestial Magic."

"Is that a problem?"

"It shouldn't be, I just thought you should know that your children may develop special magic abilities different than what they choose to practice professionally. In short they may have latent **Celestial Powers**. Not he power to use a key but augments to their main abilities."

"So it's nothing to worry about."

"No." she said "Just know that Miss Asuka may one day use a spell that isn't a requip. I wager it would be almost involuntary, she wouldn't even know she did it. I'm not sure what her power is just that each of your children has one. They all have this signature in their magic…different yet similar."

"I'll let you know if I ever see anything."

"Thank you…one last thing, about Miss Aqua." The nurse said.

"What is it?'

"I just wanted to make a recommendation." She said "I think it would be best for her to NEVER go to the Celestial World."

"Why is that?" I asked.

"I fear it could cause a reaction with her Spirit Blood. She could become trapped there and require a gate to return to this world, she would become like a spirit. That is why the Son of Pisces is like that. As she is now Aqua is a hybrid but she will still age and take permanent damage…going to the spirit would might change that."

"Oh dear…"

"It is only my recommendation, you are free to disregard it if you wish…just know that if she does get trapped…she will suffer an unimaginable suffering."

"What…?"

"She would be forced to watch everyone she loves die…and be the only one left." Éclair said looking at me "It is a terror I wouldn't wish on anyone."

"Oh…"

"I'm sorry." Ophiuchus said "I've ruined what was supposed to be a joyous day for you."

"No." I hugged her "Thank you for the warning."

_I'll need to tell Aquarius about this…and what was all that about_ _**Celestial Powers?** _

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see.**

* * *

_**Snakebit1995's Chapter Review** _

**Chapter 425- Sabertooth X792**

**I have mixed feelings about the latest chapter.**

**The chapter was fine but I felt as if half of it was taking up space. The first 5 pages was just Natsu telling Lucy he was gonna get Gray, something he did last week.**

**The Sting joke was funny but kinda outwore it welcome kinda quickly for me.**

**Minerva looked nice. Very cute…that is something I never thought I'd ever say about her. For a while I hated Minerva, but lately she's turned around for me.**

**I don't get Natsu's thinking at all, he plans to take on a whole dark guild by himself, and protect Lucy and Happy? I get he's strong but that takes a lot.**

**Maybe I didn't like this chapter because the revel at the end was painfully obvious.**

* * *

**For those interested I wrote another futanari one-shot. This time it stars MIX and Zessica from Aquarion Evol.**

**Check out Mix's gift from Altair**

* * *

**Next Chapter Hint- Lucy to the rescue. Those who read the future spinoff have a little extra hint.**

**Till Next Time!**

 


	89. Hip Hop- Lamy

_Italics indicate thinking_

* * *

**Lucy's POV**

The last few days had been good. Nona was a good baby, feeding from a bottle and napping. Her ears and tail wiggle around a bit but she mostly acts like any normal baby.

Mira is progressing good, I think she really likes being pregnant. She still works around at the guild but she doesn't do as much.

In other news…the council got wiped out. Someone attacked them and killed them all. Master had the guild split up and go around to check on the remain members. I stayed home with the kids.

"Someone needs to check on the chairman."

"No Mira." I said "You can't go, it's too dangerous."

"Lucy I'm an S-Class mage, I can handle myself."

And with that she left with Erza, and I let her leave. A few hours later Happy came back saying that Natsu had been captured by Tartarus. He got caught because he had gone to save Erza and Mira.

"Why didn't I stop her…" I mumbled to myself.

I pushed my chair in, grabbed my bag, and ran out the door.

"Lucy where are you going." Master asked.

"To find Erza and Mira!"

"You can't go running in blind."

"I have to save them!" I told him "Mira is pregnant I can't leave her there!"

He yelled at me but I just ignored him and kept running.

_I don't even know where I'm going but I need to find them._

* * *

**Lamy's POV**

"I trust you can work with her?" Kyouka asked.

"Of course Ma'am." I smirked "She'll be fricken ugly by the time I'm done…maybe a caterpillar?"

My consul started beeping.

"What's that?" Sayla asked.

_Ohhhh…is she now…_

I snickered "A blessing…you're getting two for the price of one."

"Talk simply Lamy." Kyouka commanded.

"She's pregnant." I turned to her and pouted "Let me experiment on it…please!"

Kyouka just shrugged "Do what you will."

"Yes!" I cheered "I've always wanted an assistant!"

* * *

**Lucy's POV- Sometime Later.**

We had managed to get inside a giant floating cube. I had met up with Natsu who helped me deal with a demon. I had gone off alone to find Mira.

"Where is she?" I wondered as I walked around.

I walked into a room filled with large tubes of green liquid.

"What is all this?" I asked myself.

"Hell's Core."

I turned around to see a girl with rabbit ears. She came right at me and kicked me in the stomach.

"AH!"

I got launched across the room and rolled to a stop.

"Ugh…AH!" I looked up and saw it.

Mira was naked and inside one of these big tubes.

"MIRA!"

"Oh her." The rabbit girl smirked "I'm doing great work with her…and the litte thing inside her."

_The baby!_

" **ARIES! SCORPIO!"**

The two appeared and blasted at the girl. Somehow she just rolled through Scorpio's sand shots and kicked him away.

"Scorpio!"

" **Wool Bomb!"**

Aries wool was so fluffy and sticky that the little rabbit girl couldn't get around it.

"Aries I'm angry." I told her "Use it."

"Are you sure."

"I want her taken care of." I growled.

"Yes Lucy… **Wool Ecstasy!"**

Using her wool Aries created a large plush bed.

"So Fluffy…Lamy is in heaven…" the girl cooed.

_Her name's Lamy…_

I walked up to Mira tube. I found the button that said drain and I pressed in.

"Draining Sequence Initiated…Please Allow Thirty Minutes for Sequence To Complete." The Computer said "Opening the Tube Prior Could Result in Injury to the Subject."

"I have a half hour." I said looking at the girl on the bed "I should get started."

I crawled up on the bed and took my skirt off.

"What are you doing." The bunny girl said flailing around on the wool cushion.

"You said you like to experiment right." I gave a wicked smile "You experimented on my friend so now I'll experiment on you."

"Hey stop it!" Lamy yelled.

I sat above her jacking off.

_I wonder what'll happen._

I felt the rush coming as Lamy struggled under me.

"No…Don't!"

"AHHHH!" I sighed as a massive load dumped out onto Lamy.

Lamy's face contorted as her body shook. She grew taller and her hair went from a bob to long hair down to her back. Next her flat, stick like body matured gaining large breasts like mine and a beautiful butt like Juvia.

_Big tits and great curves…just how I like 'em._

"What did you…do?" she hissed at me.

She grabbed the breasts that were almost ripping through her shirt "I'm all bouncy and hideous!"

"I think you look beautiful." I said rubbing her inner thigh.

"Get off me." She whined as I pulled off her tattered clothes.

I licked my lips when I got sight of the glistening pussy between her thick thighs. Deciding I wanted to wait for that excitement I crawled up farther and dropped my dick into her deep cleavage. I used my hands to press her breast together and move my cock.

"Stop it!" Lamy whined "Get these fat sacks off my chest."

"You have such wonderful breasts." I said digging my fingers into her tit flesh.

I kept moving my hips, feeling my balls slap into the bottom of Lamy's large chest.

"So warm." I said "So soft."

Lamy get complaining about how much her body was shaking and how much she hated looking sexy and curvy. I loved her new body, her long rabbit ears and big jiggly womanly breasts and butt.

"Ohh…" I moaned "I think I'm gonna…"

"Don't you dare!"

"HAAA!" I moaned as I sprayed cum all over Lamy's face.

"GROSS!" Lamy whined.

I licked Lamy lips and forced my tongue into her mouth. She resisted but I didn't really care, whatever it was she had done to Mira and the baby was terrible…so she deserved it.

I moved down and teased Lamy's entrance with my dick.

"Don't you dare…AHHH!" she screamed as I entered her.

I grabbed the bunny girl's hips and started to slide in and out of her. I watched Lamy's massive chest wobble around, even flopping into her face as her body moved.

"BAH! These fat bags are slapping me." She complained.

"Good." I said "Big tits are the best."

I could even feel my own chest shake as I plowed into the demon girl.

"Oh yes." I moaned "You're nice and tight."

I reached forward and grabbed Lamy's tits as I fucked her. I played around with her hard nipples as the rabbit girl moaned.

"Oh…what are you…HAAA!" Lamy moaned as she got tighter.

"UGH!" I groaned "Yeah…here it…comes!"

I exploded inside of Lamy's filling her with cum. Without a second thought I flipped her over and got her on all fours. I took the head of my dick and teased her asshole.

"Not there?! AHHHAAAAHH!" she yelled as I pushed into her big ass.

Her ass was soft and I felt so good to feel it press against my crotch. I humped Lamy and every once in a while I would give her ass a quick spank, and watch her jiggle.

"HA!" she hissed "Get off me!"

"So good." I whispered "I'm gonna cum in your ass."

"OOHHHHH!" Lamy suddenly moaned when I spanked her.

"YESSSSSSSS!" I moaned myself as I finished inside her.

I heard a ding and saw that Mira's tube was all done emptying.

"Well I'm done with you now." I told the bunny girl as I fixed my skirt.

"I'll…get you…" she mumbled as she passed out.

I went over and got Mira out of that machine.

"Are you okay?"

"My heads a little fuzzy but I'll be fine." She said "But the baby…"

I kissed her "Will be fine Mira…"

"Lamy…look at you."

Mira and I turned around and saw a woman with black hair and horns there.

"Sayla-sama…" the rabbit whined "She did this to me…"

"I'll take care of it." The woman said raising her hand.

Suddenly I couldn't move.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you'd like to see in the future.**

**Next Chapter Hint- Mira and Lucy team up to deal with Sayla…and then Lucy's nightmare comes true.**

**Till Next Time!**

 


	90. A Painful Goodbye- Sayla

_Italics indicate thinking_

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**Lucy's POV**

"Mira…I can't…Move…" I spat out.

"That would be my **Macro.** " Sayla told us "I can give your body and command I want."

Mira ran forward and punched the demon.

"Mira…be careful." I struggled to talk.

"Why can't I control you?" Sayla wondered.

"Why can't I use me **Take Over?** " Mira said.

I watched, frozen in place as Mira fought with Sayla. I was so worried, Mira was in no condition to fight, I wanted to help her but I couldn't do anything to help her. The fight when on for over a half hour, then Mira got the upper hand and knocked Sayla down. The demon flew back onto the bed Aries had left. I noticed Lamy had disappeared.

_I'll deal with her later._

"I can't move." Sayla said struggling against the wool.

"Okay Lucy." Mira smiled "She's all yours."

I licked my lips "Okay."

I discarded the woman's clothing and got ready to play with her.

"What are you…URK!"

I stuck my dick into Sayla's mouth and started moving her head around to please me cock. She gurgled and gagged as I violated her mouth. Her face looked angry but I didn't care. I kept holding onto her horns as I shoved my dick into her mouth.

"Ohh…here it comes…HAAA!"

"GRGHUGH!" Sayla gagged as my cum filled her mouth.

Shimmed off her and flicked my tongue over her fold.

"Stop it…that's not yours!" she yelled "Kyouka's the only one who can touch me there!"

"Well it's mine now." I said licking her clit.

I probed my tongue deeper into Sayla. She tasted so good, and she was really wet.

"St…stop it." She said squirming.

"Mmmmm so yummy." I said taking a few long licks "I see why this Kyouka likes you so much."

Sayla kept squirming as I licked and probed her warm folds.

"Ha…sta…ha…HAAAA!" she moaned.

Sayla came and squirted her love juices all over my face. I licked my lips dry and then grabbed my dick.

"Let's get to the best part."

Sayla's eyes grew wide as I teased her enterence.

"Stop…AHH!" she hissed as I entered her "OHHH!"

"Tight…" I hissed.

I started rocking my hips and entering and exiting Sayla. Behind us I saw that Mira was just sitting down relaxing, enjoying the show. I watch as Sayla's breasts wobbled hypnotically. I felt my chest shift and shake.

I leaned forward and forced my tongue into Sayla's mouth. I felt out breasts smash together as I pleasured myself inside her.

"You feel so good." I told Sayla as I broke our kiss.

She sneered at me "Fuck you!"

"No." I said plowing her harder "FUCK YOU!"

I became more aggressive as I fucked Sayla. I could feel my balls bouncing around and slapping against Sayla's ass.

"Oh…Oh…" I was drawing closer and closer to my breaking point.

I saw Sayla bite her lip and then I felt her pussy get tight.

"Ohhhh yeah!" I moaned "I'M CUMMING!"

I filled Sayla full of cum and slowly pulled out. I got off the bed and started to get dress.

"I'm all done with you." I told Sayla "You can go do whatever you want now."

Sayla opened her mouth to say something…then her face cracked.

"AHHHH!"

Her whole body vanished in an instant.

"Sayla?!"

"I have no use for someone who could be disposed of that easily."

I looked to the other side of the room; there was a woman with blond hair and claws.

"I am Kyouka." She said "And I will destroy you."

She got ready to attack me when the whole cube shook. The floor melted and morphed and I get sent sliding around the guildhall. I couldn't see anyone else in the guild, I was the only one left.

_What the heck._

Some demons tried to attack me, one called Jackal and one called Torafusa. I called out Loke and Virgo but even with their help I was still on the back foot. In a last ditch effort, despite having almost no magic left I called for Aquarius to help me.

"You stupid brat." She hissed "Just stand back!"

She did her best to stop the demons but Torafusa swam right through her water and cut her shoulder.

"Aquarius!"

I had nothing left…I was gonna die here. Jackal was drawing closer; he was planning on making the end of my life one full of suffering.

_I couldn't help anyone….I'm useless…_

"Say goodnight Blondie!"

"RAHHH!"

A wave cascaded passed and pushed Jackal away. I felt someone pick me up and pull me away.

"Aquarius…" my lip was quivering.

"Lucy…" she said "I…I can't stop him…no spirit can. They're just too strong, but there is a chance. You need to listen to me closely…I know you can do this…You have to summon the Spirit King. He is the strongest Spirit, he can destroy any enemy."

"I don't have the key." I told her.

"He has no physical key." Aquarius said "You'll have to use the substitution method…you'll have to break a golden key to open the way for him."

"Break…"

"It won't work with just any key…It will only open if there's a strong mutual trust."

"No! They're all important I don't want to give up any of my keys." I told her.

"Break mine…We've been together long enough, it will work…It's to save your friends right?"

"You're my friend to…there has to be another way!"

"I wouldn't have suggested it if there was any other way." She said.

"NO!"

"You have to make a choice, if you don't all your friends will die!" she yelled.

"I…won't sacrifice any of my friends!"

"Lucy there's no time! You have to break my key!"

"No…no I can't…What about Aqua…I can't do it alone."

"Breaking my key won't kill me; I just won't be able to come to the human world. I'm actually looking forward to this…back to no responsibility…not having to take care of a kid." She said "I only but up with you because your Layla's daughter."

"I thought…I thought you loved me?" I cried.

"…" she was quiet "I've hated you this whole time…Getting me pregnant…I only put on a face for Aqua…I don't care about you or that kid…"

"I don't care…Because I love you!"

"Shut up!" she yelled "This is the only way to save them! That's what's important. The power to save your friends not some damn key! NOW DO IT!"

My hands were shaking…

"Aquarius…"

"Brat…"

"I love you…" I whispered.

"…"

" **OPEN!"**

* * *

**Aquarius POV**

" **OPEN!"**

_I…I can't stop crying…My heart…it hurts…_

_Please Fairy Tail…now is when she needs you the most…_

_Take care of Aqua…_

_I love you…my stupid brat…no…my stupid daughter…_

* * *

**Lucy's POV**

" **Spirit King!"**

***Crack! SHATTER!***

I felt the water disappear…she was gone…

"WAAHHHHHHHH! AHAHAA!"

I don't think I ever cried that hard…but I couldn't stop…I remember something happening…I used **Urano Metria** …and then I fell down again.

"I should have just ended you before…not let Jackal have his way."

I couldn't move, and I could barely see through my tears.

"I'll make this quick…"

I saw a blade coming at me.

" **Iron Dragon Club!"**

"Gajeel…" he had blocked the blade.

"And…"

" **Water Nebula!"**

I saw Juvia run up and splash a man away.

"I'm putting you on ice."

"Not a chance!"

Gray and another man both used ice magic to attack each other.

"You don't belong here." Gray said.

One last demon appeared and shot flames at us. They were immediately sucked in a different direction.

"Natsu…"

I was still sobbing, but I was alive…they came for me.

"I'm not sure what happened…but I have a feeling Lucy just save our asses."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you'd like to see in the future.**

**I'm not gonna lie…I teared up a bit righting this chapter…I knew it was gonna be a little hard but I didn't expect that. Aquarius key breaking is such a major part of Lucy's progression there was no way I could cut it out.**

**If you don't like what happened to Aquarius, maybe you should Read the Heartfilia Family…I don't know tomorrow's chapter (Ch. 20) may make you smile (Wink, Wink, Nudge, Nudge)**

**Next Chapter Hint- Side Chapter: Let's spend some time with Kyouka and Sayla.**

* * *

**For those interested I started a new story.**

**If you like Senran Kagura check out Asuka: A Futanari Ninja.**

**It's full of busty and bouncy ninja girls getting close and bonding under the sheets.**

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**Till Next Time!**

 


	91. SS19 Kyouka's Pets Part 1- Sayla

_Italics indicate thinking_

* * *

**Sayla's POV**

I sat back on the bed; Kyouka walked up to me and took her helmet off. Next came her armor and before long she was naked. I marveled at her large, full breasts and glorious curves.

"You look beautiful." I told her.

"Thank you." She said "Now why don't you show me your body?"

I slowly pushed my top off my shoulders and freed my breasts. They cool air of the room felt nice against my nipples. I stepped out of my skirt and stood naked before my mistress.

"You're so beautiful Sayla." She said kissing me.

Soon she pushed me down and began to kiss my neck. Her arms slowly moved over and her sharp claws rubbed my hard nipples. I moved my hand and placed it over Kyouka's large, soft breasts. They felt so good in my hands, and I felt even better to have her holding me down.

The two of us kissed for a long time, slowly caressing and squeezing each other's large breasts. Eventually our make out session stopped and Kyouka sat up. She said nothing as she played with my chest.

" **Pleasure…"**

"OH!" I gasped.

She had turned on her curse and was amplifying my pleasure centers. She gradually made them become more and more aroused. All she was doing was playing with my nipples and pinching them with her claws but I felt like I was melting in her hands.

"It's been awhile since we enjoyed each other." She whispered.

"Kyouka…sama…" I moaned as she flicked her tongue over my nipple.

She slowly kissed and cuddled my breasts, making me feel intense pleasure. She wrapped her lips around my right nipple and began sucking. Inside her mouth her tongue was slicking all over my nipple.

"OH~" I held her head closer.

She used her teeth to nibble on my nubs and send my eyes rolling back in my head.

She took her lips off my right breast with a pop and then moved straight to the left.

"I can't…" I panted as she sucked and played with my nipples "I'm going to…"

She looked up at me seductively.

"OHHHAAA!"

I came right then and there, all she had done was play with my nipples. I felt juices squirt out of my hole and Kyouka stopped sucking.

She reached down and aggressively grabbed and squeezed my breast.

"It has been a long time." She said "I think your breasts are larger since the last time."

"Perhaps." I mumbled "Would you like me to please you?"

"Not quite yet." she said rubbing my thighs "I want to taste more of you."

Kyouka moved down, kissing my stomach as she moved. She slowly reached my warmth and kissed my clit.

"Oh…ah!"

She nibbled and flicked the nerve bundle before moving down and sticking her tongue inside me.

"Ha…" I moaned and squirmed around on the bed, my body felt like it was going to explode from pleasure.

"You taste sweet." Kyouka told me "How does it feel?"

She rubbed her claws over my folds.

"My body is on fire." I told her "Please…"

She began licking at me again, making me scream and moan.

"Ha…ha….HAAAA!" I felt myself cumming but Kyouka didn't stop licking and rubbing me.

"Cum for me again." She commanded.

I felt her nails tickle my body and her tongue reach the back of my walls. I felt my whole body shake again.

"OHHHHH!"

Juices erupted out of me again, covering my lovers face. Kyouka got up and crawled to the top of the bed. She spread her legs, put a hand on her breast and started fingering herself.

"Don't just sit there." She told me "Come please me."

She took her fingers and stuck them in my mouth. I licked them clean. It had been so long since I tasted Kyouka and she still tasted delicious.

Kyouka took one hand and grabbed my long black hair. She pushed my head further into her crotch making my face get coated in her sexual juices. The tastes filling my mouth and the scents filling my noise made my pussy drip.

I felt Kyouka reach over me and start to play with my moist folds. I could feel her large breasts pressed against my back. They were so soft, and so large.

"You're doing well Sayla." She said "I'm getting close…you're making me feel such pleasure."

I hummed as I licked her faster. The two of us were squirming and moaning as we drew closer to the brink.

"Sayla…I'm…so…." Kyouka said shoving her nails inside me.

"Kyouka…" I said as I devoured her folds.

I felt both our bodies shiver.

"OHHHHHH!"

I felt juices squirt out of me as I got hit in the face by Kyouka's own sexual fluid.

Having been thoroughly pleased I pulled the sheets over myself.

"Are you coming?" I asked Kyouka.

"I have work to do." She said getting dressed "A lovely prisoner has dropped into my lap."

"Oh…okay…" I said.

She leaned over and kissed my cheek "Fear not…I may play around with her but you are the only one I desire."

"You are the only one who sees me like this." I told her.

Kyouka walked off and left me alone in the cold bed.

"Kyouka-sama…" I mumbled "You are my only love…I would rather die than have someone else touch my body like you do."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Chapter Hint- Side Story Again- Let's follow Kyouka to her interrogation.**

* * *

_**Snakebit1995's Chapter Review!** _

_**Chapter 426-Blackheart** _

**Interesting...Liked the info dump, felt good to get some names.**

**Feel like Natsu was about to do just what i said and run in like a dumb ass.**

**Did not see the ending coming I'll be honest Gajeel being with the council and all that. (I say it all the time but this reminds me of something I read in a fanfiction)**

**Looking forward to next week, which is most likely the start of an actual attack.**

**In the coming weeks i think we'll find out just how serious Gray is. I'm trying to think of who the spy is, but D-6(like a die?) seems likely or Jerome because he sticks out like a sore thumb.**

**I think after fighting Avatar (Getting taken down's go no impact on this)...Gajeel doesn't come right back saying he still has work or something like that. I still wonder who's in Makarov's seat on the council, Doranbolt, Erza, Mira, Laxas...is Gajeel working for this person?**

**This Chapter left me with more than last weeks did so I'm feeling better…Still no Erza...**

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**Till Next Time!**

 


	92. SS20- Kyouka's Pets Part 2- Erza

_Italics indicate thinking_

* * *

**Erza's POV**

I opened my eyes, I was hanging from a ceiling, my arms and legs spread by chains. I looked down and saw I had been stripped naked.

"W-Where am I?" I wondered as my vision cleared.

"The Cube, the base of Tartarus."

I looked up and there was a woman wearing a helmet walking in. She was clearly a demon but also had a very feminine body.

"Who are you?" I mumbled.

"Kyouka." The woman said circling my chained up body.

I was embarrassed to be hanging around naked like this.

"AH!" I gasped when I felt her hand graze my backside.

"You have such a wonderful body." Kyouka said rubbing my legs.

"Don't touch me." I spat.

"Such womanly legs…an well shaped butt…large, supple breasts…" she said rubbing every inch of my body "I want you Erza~"

The demon took her helmet off and shook her long hair loose. Kyouka stayed behind me, her body pressed against mine. I could feel her large breasts smashing into my back as she traced her fingers all over me.

"Stop…it…" I hissed.

"You have a perfect body." the demon said licking the side of my neck "I'm going to make you mine."

"Get…off me." I grumbled.

"But your just so irresistible." She said squeezing my breasts "And my curse…will make you feel so good."

"AHHHHH!" I screamed as she brushed over my folds.

_What was that…I've never felt anything like that._

"And once I'm done with you…" Kyouka said walking around to my front, touching my body the entire time "I have another person who wants to play with you."

Kyouka flicked her claw of my warmth.

"HAAA!" again my head went blank.

Why my mouth was open Kyouka shot forward and stuck her tongue down my throat, pulling me into a deep kiss. Her wet tongue exploded every inch of my mouth. My head was so cloudy from the pleasure.

_It's like she's cranked my pleasure senses up to max._

Kyouka broke the kiss, a trail of Saliva connecting our mouth.

"Do you like this Erza?" she said flicking her tongue over my fold.

"GAAH!" I moaned "OHHH!"

Kyouka plunged her tongue into my, while her other hand pinched my nipple and squeezed my breast.

"Ah…ha…s-s-stop…no…oh!" I moaned as Kyouka played with my body.

Kyouka looked up at me and snapped her fingers.

"HAAAAAAAAAA!" I moaned as juices squirted out of me.

Kyouka licked her face clean "Cumming like that…you're so naughty Erza."

"You…You bitch." I panted.

Kyouka slapped my breasts around.

"Look at these big titties." She said playing with the nipples "but compared to mine they look like dwarfs."

The demon was right; she had large perfectly shaped breasts. I would be lying if I said Kyouka was unattractive she was practically a vision of beauty.

"GAHHH!" I screamed as Kyouka grabbed my hair and pulled my head back.

Again she shoved her tongue in my mouth. I moaned as I felt her claws fingering my hole. I flailed around in the chains but it only made my senses go even more numb.

"AH!" Kyouka sighed breaking the kiss.

"OHHHH!" I moaned as I came on her claws.

Kyouka grabbed my head and shoved it into her chest.

"Suck." She commanded "Suck from my breasts."

"Never." I glared at her.

"HHAAA!" I felt her claw slide over by asshole.

During the gasp Kyouka forced her nipple into my mouth.

"Hmmm." Kyouka moaned "You have such a warm mouth."

Kyouka held my head with one hand to prevent me from letting go. She used the other hand to shake her breast and then I felt something strange in my throat.

_This is…_

"That's it my sweet Erza." Kyouka whispered "Drink Mother Kyouka's Demon Milk."

I felt more of the strange fluid fill my mouth, it was sweet and silky. My whole body felt like it was one fire.

"Yes more…you're doing so well Erza." She whispered "Just a little more."

My body felt like it was going to explode.

"OHHHHAAAA!" I moaned when she let me go, her nectar dribbling out of my mouth.

"You've done well so far Erza…now why don't we play with my other guest." Kyouka said walking away.

I slowly lifted up my head, I was exhausted. My head was cloudy. I saw a woman next to the Demon.

"M…Minerva?" I said.

"Hello again…Erza." She smiled.

Kyouka walked up and mover the chains around so I was bent over. Minerva was stripping down and I saw it…she had a penis.

_Was she always…My head…I can't focus._

"Are you ready Erza." Kyouka said grabbing my head and pulling it close to her warmth "To reach the pleasurable cores of Hell."

Kyouka grabbed my head and shoved it into her pussy. I moaned as behind me I felt Minerva spread my walls and stick her cock into me. I felt my whole body get rocked as Minerva plowed me from behind and Kyouka rubbed my face against her pussy. I didn't even lick she was just rubbing me around.

"Damn Erza." Minerva said slapping my butt "I never thought you'd be this loose…I expected you to be tighter."

_Dammit! I'm helpless like this!_

"How do I taste Erza?" Kyouka said "Are my juices sweet?"

_They…They are._

"Look at her." Minerva said "Getting fucked like a whore."

"MMMM!" I tried yelling but it was muffled by Kyouka's thick thighs.

"See her big tits flopping around like cow udders." Kyouka taunted "You're good for nothing but sex Erza…once I finish with you, you'll be my little plaything forever. I'll give you to Lamy and have her make you a demon like you're slutty friend."

_Mira!_

"Damn." Minerva groaned "I think I'm gonna cum."

"Make sure you fill her." Kyouka said "Maybe she'll get pregnant with your baby?"

"That sounds kinda interesting…are you ready to become my bitch Erza?"

"HMMAAHAM!" I screamed against Kyouka's pussy as I felt myself get tighter.

"FUCK ERZAAAAA!" Minerva moaned as her semen flooded my walls.

"HAAAA!" Kyouka also moaned as her juices sprayed all over my face.

I heard Kyouka and Minerva talking….something about Kyouka needing to get to work on me.

_Wait…she was just messing around._

They closed the door, the room got dark and I sat there, suspended in the air, Minerva's cum running down my leg.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Originally I had Kyouka's milk turning Erza into a Demon but I decided to cut that out because it didn't feel right.**

**Next Chapter Hint- The final of The High School AU- College.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 427- Underground Fight** _

**Chapter was fine. Loved Lucy's outfit.**

**Wasn't surprised Natsu took down a few guys easy but it gets harder from here on in. The one left are the more notable members, Gray, Jerome, Albion, Mary and Braiya.**

**I was right about D6 being dice related and Abel's having a connection to Kain, so points for me I guess.**

**Obviously next week is some interaction with Gray. I hope there's some fighting, at least a little. Look I like a squash match as much as the next guy put too many in a row bores me, I get that we technically just got back from the time skip but for me Natsu needs to have a bit of a challenge soon before he turns into Zoro in One Piece and basically becomes an arrogant jerk.**

**I don't think this will happen cause that's just not the kind of guy Natsu is but Over Powered characters bore me quickly. Maybe it a personal preference IDK**

**Still No Erza…*Childish Pout***

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**Till Next Time!**

 


	93. Mira Vs the School Part 3

_Italics indicate thinking_

_**This is part three of the Hugh School AU** _

* * *

**Mira's POV**

It's been about three months since I graduated high school. I was about to start college at Hargeon University. It's not too far away from where I went to high school, an hour or so by car…or a few minutes by wolf speed.

Over the summer the six of us spent most of the full moons out on the town finding people to have our way with. I was still a little apprehensive about it but I had grown to like the change.

Speaking of changes Jenny, Minerva and I are pretty friendly now, we're gonna be rooming together this year. I was bringing the book with me to see if we needed to use it every once in a while.

"So." I asked making my bed in the dorm room "Do you guys know who the fourth person living here is?"

"No." Jenny said nodding her head "I never looked."

"We'll have to figure something out." Minerva said "If she's gonna stay here, it won't be long till she finds out what we are. The next moon isn't till the end of the month but still…"

"Yeah." I mumbled "We'll figure something out."

"Umm…Hello?" a voice said "Is anyone here? I'm supposed to be living here."

I turned to look at the door as was surprised by who I was.

"Erza?!" I said.

"Wait." The red head said "I'm living with you guys?"

"Well at least we all know each other." Jenny said.

"Sorry but we already picked beds." Minerva told her "You'll have to take the top bunk above Mira."

"That's fine." Erza said "I'm sure we'll all get along."

* * *

**A Few Days Later- 3 weeks till the Full Moon**

School's in full swing, I already have homework. I was getting some fresh air, sitting in the park doing my homework. The place looked beautiful on this fine September afternoon, the way the sun reflected off the water looked lovely.

"And done." I said closing the text book.

I went to put it back in my backpack when I saw the old leather bound book in there.

"Well hey you." I smiled looking around "I wonder if there's anyone around we can have fun with."

I looked around and picked a target. There was an older woman with pinkish hair, she appeared to be babysitting two young, thirteen or so, girls, on with hair like her and one with blue hair.

"Hey Aunt Sherry can Wendy and I go over by the pond."

"Okay just be careful." The older girl said.

The older woman looked exhausted, but it was nothing I couldn't fix.

I flipped through the book and stopped when I found the perfect spell for her, and those two girls.

"This should work…Dage…Forsa…Liika…Isha!"

I heard the three say that they felt a tingling sensation and got ready to watch the show.

"Ohh~" the blue haired one moaned.

"Wendy?" the pink one said "I feel sick."

"Ugh." The older woman moaned "What is this."

I watched as the older woman got an inch or two taller and her face gained some youth back.

"Huh? I feel so young?" she said as her chest grew a few cup sizes and she rose off the bench and her but grew.

"HAA!" the blue haired girl moaned as she shot up in height.

"HOO~" her friend said as her body followed.

I saw the two younger girls bodies start to become curvy and their tight, tiny shirts were struggling to contain their billowing bosoms.

Back on the bench the former 40 year old Sherry now looked to be back in her early twenties. Her shirt had risen up and now barely covered the bottom halves of her breasts.

"Oh wow." Sherry said looking at herself "This is. The girls?! Chelia! Wendy!"

"HAAA!" Chelia moaned as her ballooning chest tore through her shirt.

"AHHH!" Wendy moaned as her blouse ripped open and her new chest bounced around.

The three of them stood around, all looking to be about 21 or so.

"What happened to us? Chelia said "Aunt Sherry?"

"Yeah…this is weird." She said "Come on we need to get home."

I put on my backpack, walking away and feeling proud of myself.

* * *

**A Few Days Later- 15 days till the Full Moon**

**Minerva's POV**

Another day, another annoying class. School has gotten better since Mira started to tutor Jenny and me; it's actually not that bad.

I was headed back to the dorm and had to walk passed the football field. The teams not outstanding but I hear were pretty good, maybe I'll go to a game or two once the season starts. Today was cheerleading tryouts so I stopped and watched for a bit. A lot of the cadets were big and busty, just how I like it.

"I can't stand up to girls like that at all." A girl said.

"Oh Kagura don't be so upset." Another girl said "If you don't get back out there soon you'll get cut."

I looked around the corner and saw two girls. Kagura was the one in the tryout clothes and with her was Meredy, a girl I recognized from one of my classes.

"In high school I was the captain of my team, but compared to those girls with their big udders…how can a board chested girl like me compete?"

_Hmm…I'm feeling generous._

I reached into my bag and pulled out the spell book, flipped to the page and threw a spell out at Kagura.

"Gruga…Rass…Omawa…Wikak!"

"Oh?" Kagura said scratching her chest.

"What's up?" Meredy asked.

"I feel…funny." Kagura told her.

I watched from nearby as Kagura's shirt slowly rose up, her breasts gaining size.

"So…warm." Kagura moaned as her chest grew.

"Your chest!" Meredy yelled "Your boobs are growing!"

Kagura's shirt was getting tighter as her chest got larger and larger, soon surpassing mine.

"They're so big!" Kagura said as the growth slowed down and she looked at herself.

"They're the biggest for sure." Meredy said squeezing them.

"I can't lose now." Kagura said "I'm going back out there."

I walked off with a smile on my face "Karma points for me."

* * *

**A Few Days Later- One Week till the Full Moon**

**Jenny's POV**

I was sitting in some study group with two other girls from my bio class. My partners were two girls, Bisca Mulan and Mary Hughes. The thing were studying was some boring body systems stuff, immune, circulatory, lymphatic…reproductive.

_Hmmm? Jenny you just got a great idea._

"Well I've gotta go, same time tomorrow?" I said.

"Yeah sure." Bisca said.

"See you later." Mary waved.

I hummed to myself as I walked out of the room, only to stay close to the wall. I pulled out the book and found an interesting spell.

"Murasa…Ito…Lungna…Kolol!"

I heard peculiar noises from inside the room and I peaked in to see how it was going.

"It's…hot in here." Bisca said fanning herself.

"Yeah I know." Mary said pulling at her collar "All the sudden I got this heat in my chest."

I looked and saw their chests were growing.

"Jeez." Mary said taking her shirt off "I'm burning up."

"Yeah I know." Bisca said taking her shirt off as well "My bra feels real tight to."

The two girls' breasts were getting larger, and starting to overflow over their bras cups.

"What?" Mary realized what was happening.

"Our breasts?!" Bisca said.

"HAAA!" The green haired girl yelped as her bra snapped off.

"HOOO!" Mary yelled as her bra ripped off.

The two of them stood there holding their engorged chests.

"They still feel so warm." Mary said.

"And so tight." Bisca said.

She reached up and squeezed her breasts.

"HAAAA!" she yelled as milk sprayed out.

"Ohhhh!" Mary did the same and a white liquid erupted.

"We're Lactating?!" Bisca yelled.

"HAAA!" Mary yelled pinching her nipples and making milk fly out "It…fells really good."

Bisca let out a moan as she milked herself "Yeah! Really good!"

The two were bent over, playing with their new chests, spraying milk everywhere.

"It tastes so sweet." Mary said sticking a tit in her mouth.

"Mmmmm." Bisca moaned sucking her own breast.

I left the two there, milking each other.

_The full moon is next week…What are we going to do about Erza?_

* * *

**A few Days Later- Full Moon in 6 hours.**

**Mira's POV**

"Are we sure about this?" Minerva asked me.

"It's the safest way." I said.

"Really though, letting Erza use the book and become like us?" Jenny said "Why don't we just tell her the truth and have her keep a secret."

"Tonight's the moon." I said "And if we go wild…Erza might not be safe near us."

That seemed to drive home the point to the two of them. We entered the dorm room, and found Erza studying at her desk.

"Hey Erza can you come here." I said.

"One second." She mumbled "I wanna finish this problem."

We waited a few seconds and Erza came down to talk to us.

"What's up?" she asked.

"Well you see…" I started.

"Here use this." Jenny said throwing the book at her "It's a magic book that can modify your body and make you super sexy but as a result you get the Full Moon curse."

"What she said." Minerva and I thumbs upped.

"Wait…Explain?" Erza said.

"This book is the reason I look like this." I said "You remember how I used to look."

"Really?" Erza said.

I opened the book to a page "All you have to do is say those four words."

"I'm fine with how I look." Erza said.

"But you could look even better." Jenny told her "and the curse part, it's actually not that bad."

Erza looked at the book, running her hands over the pages.

"O...okay." she said looking at the book "Horoa…Orfu…Utal…Roscoa!"

"OHH~" Erza moaned and dropped the book "I feel so strange!"

Erza's body lengthened as she got an inch or two taller, her curves sharpened as her hips widened and her breasts became bigger. When Erza's body stopped changing, she had a nearly perfect hourglass figure.

"She didn't change too much." Jenny said.

"Ugh." Erza said reaching down her shirt and pulling a ripped bra out "These got a little bigger."

"Wow you look great Erza." I smiled.

"Really?" she said putting her hands on her hips "Feels a little different."

"How long till the change?" I asked Minerva.

"About two hours." She said.

"What exactly is this change?" Erza asked.

"I wouldn't want to spoil the surprise." I smiled.

The four of us sat around talking for a while, waiting for the sun to set and the moon to come up.

"Any second now." Jenny said.

I saw the sun dip under the horizon and the moon peak over.

"OHHHH!" the four of us moaned.

"What is this feeling?!" Erza yelled.

"HAA!" I gasped as my body went through the changes.

Hair covered me, my jaw formed as did my paws, and finally my cock erupted out.

I panted as I saw Minerva and Jenny stand up in their wolf forms. We saw Erza was finishing up her changes.

"What is this?" She growled looking at herself "I'm a…"

"Werewolf." I said "With a penis."

Erza's wolf form was beautiful. Her large breasts and butt were visible from under her dark red, mahogany fur.

"AROOOOOOO!" I howled "Come on let's go."

I jumped out the window and so did Jenny and Minerva. We waved Erza down and she followed us as we ran.

"Where are we going?" Erza asked.

"Back home." I told her "We have to meet up with the other three."

It only took us a few minutes to get back home and find our fellow wolves.

"Sis!" Lisanna said nuzzling me.

"You guys are back." Mavis waved "Who's that?"

"You guys remember Erza right." Jenny said.

"Erza?!" Ever yelled.

We told Erza who the other three wolves were.

"I've got this itch." Erza said.

"Yeah your hormones are off the charts." I said "Let's split up and find some bitches."

We all howled, it took Erza a few seconds to join in. We all ran off Ever, Minerva and Jenny took Erza with them, Lisanna went off on her own, as did Mavis and I.

I sprinted across the roof tops till I found a perfect lay.

"Well if it isn't the slutty principle." I said licking my teeth.

Somehow after my spell Lucy had managed to keep her job as principle, but rumors started swirling that she was fucking tons of guys after school. I jumped down and pulled her into an alley.

"Hey let me go." She said as I ripped her clothes off.

"ARROOO!" I howled as I shoved myself inside her.

"AHHH!" She moaned "That feels so fucking good!"

I panted as I thrusted into the principal. I heard her big tits flopping around as my cock stretched her.

"Ha…ha…ha…" I panted "RUFF! AROOOO!"

I howled as I came inside her.

"Oh~" Lucy moaned.

I roar again before running off.

_I wonder how the others are doing…_

* * *

**Jenny's POV**

"There they are.' I growled.

The four of us were down at the beach, scouting out four girls from the school. Sorano and her big butt, Yukino and Kinana with their big tits, and Laki and her muscles. They were all wearing sexy bikinis. They must have been out for a late night swim.

_Hard to believe some of that stuff used to be mine._

"Who's taking who?" Minerva asked.

"I want Kinana." I said.

"I'll take Sora." Minerva said "That butt looks delicious."

"I'll have Yukino." Ever claimed the white haired girl.

"Alright Erza you'll get Laki." I said "You can do it right?"

"Yeah." she said "My body is telling me what to do."

"Then let's go!" I said running up and pouncing on Kinana.

"AHHH!"

The four girls yelled as we roared and pinned them down while trying to mount them. I licked all over Kinana big, soft tits. Next to me Minerva was already inside Sorano and Ever was about to enter her sister. Erza was already on top of Laki and aggressively fucking the amazon.

"RAH!" I roared as I slid inside Kinana.

I squeezed her large knockers with my claws. Minerva was clapping against Sorano's ass and Erza was growling aggressively as she destroyed Laki.

"AROOOOO!" Erza howled as cum flew out and got all over Laki, big and muscular chest.

Erza dick got hard again and she went running off to find her next fuck.

_Good dog._

I picked Kinana up and carried her around as my cock slammed into her.

"Oh!" she moaned "OHHHHH!"

I felt her get tight and I felt my balls quiver.

"AROOOOOOOO AR AR AROOOO!" I howled as I came inside the busty girl.

The three of us finished up with the four girls and decided to head home.

_I wonder where Erza Ran off to. I hope she finds her way home._

* * *

**Erza's POV**

Having sex with Laki felt so good. I had never felt such pleasure.

"Erza?"

I looked over and saw Mira, or wolf Mira.

"So how'd it go?" she asked me.

"It was exciting." I said showing my teeth.

"That's good." Lisanna and Mavis said running up "But I hope you're not done yet."

The two younger girls bent over "Take your pick."

I looked at Lisanna's big furry ass and growled before jumping over and mounting her.

"OHHH~ BARK!" The wolf girl yelped "You're big Erza."

"Mira!" Mavis moaned as the older girl entered her.

I grabbed Lisanna and aggressively pulled her back onto my new cock. Her ass was so squishy as it slammed into me. I growled and yelped in pleasure as I plunged deeper into Mira's sister.

"Harder!" she begged.

"ROOORRR!" I snapped my jaws at her and squeezed against her harder as I mated with her.

Lisanna was panting and her tongue was hanging out. Next to her Mavis was doing the same.

"RRRRR!" I growled as I felt a sensation "ARRRRRRROOOOOO!"

I exploded inside Lisanna and the girl sprayed her own cum on the ground.

"Now then Erza." Mira said pouncing on me as Mavis and Lisanna ran off "Have you been a bitch yet."

I bent over and Mira slowly mounted me. She struggled at first but before long she slid into me and started thrusting. I could feel my whole body shake as the wolf girl fucked me. I yipped and howled in pleasure as Mira's thick cock rammed me.

"Damn Erza." She growled "You're such a good bitch."

"RUFF ARF!" I barked "Please fuck me!"

Mira pulled my close and thrusted into me harder. I could feel her breasts against my back and each inch of her inside me.

"GRRR!" we both growled.

Mira was fucking me like a bitch and I had my tongue out of my mouth as I panted.

"Ohh Mira, I'm gonna…!" I started to feel my insides quiver.

"Take it all!" she barked.

"AROOOOOOOO!" we both howled as the scent of cum filled the air.

Mira and I separated and looked at each other.

"So, you like it?" she asked me.

I licked my teeth "Yeah…It's a lot of fun."

I grabbed Mira and mounted her myself, making her the bitch. The two of grinded against each other and swapped positions until the sun came up.

"See." Mira said as she changed back to normal "Life is better for the beautiful."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Lucy pulls herself off the floor and gets her long awaited rematch with Minerva.**

**Since I cut the Erza becoming a demon part out of the last side chapter I decided to incorporate a little bit of that here, where it wouldn't hurt the main story.**

* * *

_**Here's a Trailer for the next AU, You guys voted for.** _

_**Office AU** _

**From the author who brought you Side Story AUs like Knight Kagura, and Succubus Lucy comes more Transformation, ludicrous body proportions and all around sex fill stories.**

**CEO Erza.**

**When a lab accident at a research firm causes an assistant to develop some odd changes, CEO Erza takes it as an opportunity to expand her business and starts some human experimentation to see what other things this new chemical can do.**

**Staring**

**Erza Scarlet as- CEO Erza, a woman bent on succeeding in the corporate world, who will even experiment on employees as a potential business venture.**

**Lucy Heartfilia as- Lucy the Assistant, Erza's personal Assistant, and friend.**

**Ultear Milkovich as- Dr Ultear, head researcher who unwillingly exposes her assistant to a chemical that starts this whole adventure.**

**And…**

**Kyouka- as Ultear's assistant, the first, and only accidental exposure to the chemicals, it is the changes to her body that convince Erza to start testing.**

**CEO Erza is coming soon to a story near you.**

* * *

**As you guys know I use the AU's as a chance to do silly and ridiculous transformations in a place where they won't have a permeant impact. It's a chance for me to expresses some silly or strange idea. It's a creative outlet that I don't have with the main story. You don't have to read that AU's but their there.**

**Till Next Time!**

 


	94. Pay Back- Minerva

_Italics indicate thinking_

* * *

**Lucy's POV**

I picked myself off the ground and got out of the others way, so they could deal with the remaining members of Tartarus. Their base was mostly in shambled now but there were still some grunts walking around. I did my best to avoid their attention until I could find someone else to protect me.

As much as I just wanted to curl up in a corner and cry…right now I had to be strong and keep moving.

"ERZA!"

I heard a clanging noise and looked on ahead. Erza was in a fight with Minerva.

_Erza's okay…that's good…at least she's…still here._

Erza was fighting Minerva, but the black haired girl looked all demonic.

_She's certainly changed._

I stayed back and watched Erza punch Minerva in the face, with just that one punch she ended the fight. I don't know what she said, but something calmed Minerva down.

"Erza!" I called out running up "You're okay!"

"Yeah…I'm fine." She smiled "It good to see you're okay to."

"What about her?" I asked gesturing to Minerva.

"Oh well." Erza said cracking her knuckles "She and I may have put some of our differences behind us, but there is still one thing she has to atone for."

"Hmm?"

"What are you refereeing to." Minerva said.

Erza walked up and squeezed Minerva's breasts "About how you unceremoniously had your way with me a few hours ago."

"AH!" Minerva moaned as Erza played with her breasts.

"I belive you owe me fair compensation." Erza said taking Minerva's clothes off.

"S-Stop." The woman begged.

"You know." I said walking up "She owes me sex to…how do you think she got that."

I pulled off the bottom half of Minerva's dress.

"Wait please!" Minerva yelled "I have something to say!"

"Start talking." Erza said, in the process of taking the bandages off from around her breasts.

"I wanted to apologize." She said "For what happened at Sun Village…I was wrong."

"Oh that, whatever." I said "It was like, ages ago."

"You're not angry?" Minerva said.

"Of course not." I smiled "And once we do what we're about to do it'll all be square."

I stood before Minerva, naked, Erza walked up, also naked and smiled. Erza pulled me over and began to kiss me, our soft breast flesh squishing together.

"Come on." I said breaking the kiss with Erza.

I walked over to Minerva and pulled her into a hot passionate kiss. I moved my hand down and squeezed Minerva's penis, I could feel it growing hard in my hand. My own erect dick bumped against hers a few times.

I felt Erza come from behind me, her breasts pressing into my back as she kissed my neck.

"Both of you come here." Erza said kneeling before us.

Minerva and I each stood on one side of Erza, me on the left, and Minerva on the right. Erza lifted her heavy chest and covered our penises with her breasts.

"So warm." Minerva said.

"Erza your breasts are heavenly."

Minerva and I slowly thrusted our hips, feeling the pleasure of Erza's soft breasts.

"That feels nice." Erza moaned "Two big cocks between by boobs."

Every couple of thrusts I could feel the tip of my dick rub against the tip of Minerva's….it was hot.

"This feels so good." Minerva moaned grabbing her own breasts.

"I aim to please." Erza said "Earlier wasn't too bad, she could use some work but I think you'd like her Lucy."

"I can't wait to see what she's learned since she first got that." I said "Erza…I don't know how long I can hold on for."

"Ugh." Minerva grunted "me to."

"Well then…" Erza said pulling her breasts off our penises and taking them into her mouth "Cum for me."

Erza stroked us while shoving us deep into her throat. Her mouth was warm and I could feel my cock rubbing against Minerva's.

"Oh Erza…" I moaned, my head rolling back "Ugh…"

"Ha~" Minerva sighed "This is nice."

Erza sucked for a little longer before…

"Here it…comes." I warned.

"Me to!" Minerva yelled.

"OHHHH!" me both moaned as cum overflowed out of Erza's mouth, covering her lips and chest.

"Wow." Erza said licking her lips "I was expecting a lot, but not that much."

"Yeah, I wonder how you'll act when you have more in you." I said flipping Erza around so she was lying on top of me "Especially in your ass."

I spread Erza's cheeks and slowly shoved my manhood into her. While I did that Minerva came over and got on top of Erza, spreading her legs.

"HAAA!" Erza hissed as Minerva entered her, spreading her walls "Both holes!"

Minerva and thrusted into Erza, the redhead's body flopping around and shaking. Erza's ass was so tight, and she seemed to be enjoying taking it from both sides because she was moaning more than usual.

"Oh Lucy…Minerva…It feels so good!" she screamed.

"You ass is so squishy Erza, I think you put on a few pounds."

"Just as tight as before." Minerva groaned "But this time I can hear you moan, with you not being nose deep in someone's pussy."

_Someone else had their way with my Erza…I'll deal with them later._

"Oh!" Erza kept moaning "I can't take much more!"

"Cum Erza!" I commanded "Cum from having a dick in your ass!"

"I'm close." Minerva told her "Cum with me!"

I slammed into Erza's ass a few more times, and then I felt her whole body shake in pleasure.

"OHHHHHHH!"

"ERZA!" Minerva came at the same time, filling Erza with sticky cum.

"Ha…ah…ha…" Erza rolled off me and laid on the ground panting "So good…"

"I didn't get to finish." I whined.

"Well then finish right here." Minerva said leaning her arms on the wall and spreading her legs.

"You do owe me…I guess it's time for you to pay your debt."

I walked up and pushed myself into Minerva, making her moan loudly at my size.

"Oh! Why didn't I let you do this before?"

"You feel so good!" I moaned "So tight!"

I held Minerva's hips as I plowed her from behind. She felt so good, so warm, and so tight.

"Minerva…" I mumbled.

"Oh….harder please do what you want." She begged "go all the way!"

I slammed into Minerva, feeling her ass shake and her breasts bonce as my hips collided with her.

"Shit!" she moaned "I don't think I can…AHHH LCUY!"

I felt Minerva get tight and saw her dick spew cum all over the nearby wall.

"Oh…Oh…" I moaned as her walls rubbed me "MINERVA!"

I came inside Minerva and the two of us relaxe, leaning out heads together.

"That was nice." I sighed.

"Yeah…AHHH!" Minerva jumped up "I'm an idiot!"

"What?!"

"Erza get up!" she yelled.

"Huh?"

"FACE…Magic…Poof gone!"

"YEHHHH?! HOW COULD YOU FORGET THAT?!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- Shutting down FACE and getting revenge for Erza.**

* * *

_**PLEASE READ THIS! IMPORTANT NOTES!** _

**I wanted to take the time to address a few issues.**

**First- A few fan questions that need to be answered.**

**A guest asked- "After you get all caught up with the manga are you going to update this story with side chapters and update your other stories or just the other stories and leave this one alone?"**

**You may have noticed chapters have been less frequent, going from daily to about twice a week. I'm going to be sticking to the newer pace. With all the stories I write I need to slow on this one, especially with how close to the manga we are, but don't worry Futanari Lucy isn't going anywhere. Also the end of the semester is coming up for me so I really need to get serious with my studying.**

**Julianne asked- "Do you base your story off of the manga because I just watched the episode about sun village?"**

**The Story is mostly based on the manga, I have to change a few things here and there to make stuff fit. I assume Julianne is referring to how I had Lucy fight Minerva instead of Erza, that was done because it was an easy way for me to have Lucy interact with Minerva. But most times I stay close, Lucy vs Angel in Ch. 5 is a great example of staying really close to the manga. Other times I have to work with the arc and have Lucy fight someone else, like Lucy vs Ultear or Lucy vs Knightwalker. Most Manga based events take place off screen but I do show stuff on screen every so often.**

**Second- I need your guys opinion on something.**

**So on Friday I was working on the Office AU and I encountered a small issue. You guys voted to see that (I think 17 of you did) and I'm not sure if what I started to write is really what some of you guys are interested in.**

**So small summary of what I've got so far.**

**Lab Accident - people start turning into half animals (Wolf girl, Bird girl, etc…)**

**So Part 1 is already written but if you guys aren't into that LET ME KNOW WHAT TO SO INSTEAD!**

**I can't stress this enough, I'm drawing a huge blank on what to do aside from the idea I had, but my idea isn't very Office like. Leave a Review or Message me how you'd like to see the Office AU go. If you fine with Animal-Anthros being the theme let me know that too.**

**I know I've been pushing the envelope with the AU's recently**

**First oversized, big breasted knights, the demons, one of which had multiple breasts, and the last one was werewolf themed.**

**Even if you guys don't want to see the animal thing I already wrote Part 1 so it'll probably get posted as its own story if you guys don't want to see that.**

**Thanks for Listening and remember to let me know that you think.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 428- If the Road Taken was Wrong** _

**Decent Chapter.**

**I liked that Avatar finally got the chance to shin and it was nice to see Levy again.**

**But I think this chapter reminded me of one thing, If Gray says no whats to stop other people? It's been a year, as much as Fairy Tail was a part of them, they have new bonds and friendships now. Look how hard it was for Wendy. What if it's just as hard for Gajeel and Levy?**

**Also the purification ritual, I think it's one of two things, They're gonna try and purify the Natsu part, leaving only END or they gonna purify Gray and remove his magic.**

**Two Chapters next week, get Hype (This is probably cause I think the manga is on a break the week after that for Golden Week)**

* * *

**Till Next Time!**

 


	95. Face The Music- Kyouka

_Italics indicate thinking_

* * *

**Lucy's POV**

Erza, Minerva and I ran through the Cube looking for a way to shut down the FACE cannons. Minerva was leading the way since she was the only one who knew her way around.

"It should be right through there." Minerva said.

We went into a room but we weren't the only ones there. That blonde haired woman who, with a flick of her wrist, made Sayla disappear.

"Kyouka!" Minerva yelled.

"I had a feeling I'd fine you three here." The feathered woman said.

The woman wasted no time attacking us, but Erza quickly stepped up to defend. I tried to turn the FACE off but I didn't understand why the time kept ticking down.

"It must be Kyouka." Minerva said "But I don't know how she's doing it."

"Is there any way to stop it?" I asked "And the sooner the better cause Erza needs our help."

"Curses, just like magic, require concentration to function properly. Speeding this up must be taking a lot out of Kyouka, our best bet is to break her concentration."

"Oh okay." I said "I know the perfect way to do that, and I can get that bitch back for touching Erza at the same time."

I pulled out my whip and caught Kyouka by surprise "Got ya."

"You little bitch!"

"Erza!"

Erza ran up and bashed the demon over the head with the back of her sword. Kyouka was knocked back right into Minerva's arms.

"Hello there." Minerva smiled.

Minerva reached around and groped Kyouka.

"You are very soft."

"Let me go you pathetic wench!"

Erza walked up and slapped the demon.

Kyouka just smirked "Back for more you slut?"

Erza joined Minerva and violating Kyouka "No…this time you're the slut."

Erza ripped off Kyouka clothing and started fondling the demon's breasts. I soon joined the two in touching Kyouka.

"Let…me go!" she demanded.

I looked at the timer and saw it was bouncing all over the place, just like Kyouka's breasts.

_It's working._

I could feel myself getting harder in my pants and we stripped down Kyouka and rubbed our bodies against hers.

"you…AH!" Kyouka moaned as Erza pinched her nipple "Human….trash!"

"Well Erza she took advantage of you earlier." I said "So you get to decide what happens to her first."

"Hmmm?" Erza hummed to herself while licking Kyouka's neck "She made me taste that poor pussy of hers…"

Erza yanked Kyouka down to the floor and shoved the demon's head into her crotch.

"Lick!"

Erza looked really sexy rolling her head back as she forced Kyouka between her spread legs. I got a good look at Kyouka's fat as while she was forced to taste Erza's sweet folds. I walked up and gave her jiggly butt a light tap. I watched her ass quiver and settle as I delivered spanking after spanking, making her ass raw.

I'm gonna…Kill all of you!" Kyouka said struggling in Erza's grip.

"Yeah, yeah." I said rubbing my finger over her wet folds.

The demon's body shook as I stuck my finger into her. I played with Kyouka's fold while she ate out Erza; Minerva was nearby stroking her cock.

I crawled my way under Kyouka, getting my head under her as she ate Erza out. I adjusted my cock and shoved it into the demon's warmth.

"OHHH!" she yelled "You little-."

"Less talking more tongue." Erza said.

I started thrusting into Kyouka. I could feel our breast smashing together and Erza's juices were dripping down Kyouka's chin and onto my face. I got a little taste of Erza, she was sweet as always.

"I think I'd like to try this as well." I heard Minerva said "You have such a cute butt."

I heard Kyouka let out a loud moan as Minerva pushed into her ass.

"So tight." The woman said "And your ass is so squishy."

"Her pussy's nice and tight to." I called out and my balls slapped into Kyouka.

"Her tongue isn't too bad." Erza said squeezing her own pale breasts as Kyouka licked her walls.

The room was filled with the sounds of skin on skin contact. Breasts bounced around as Minerva and I thrusted into Kyouka and Erza was stimulated by a tongue. Seeing an opening I moved back an inch or two and had Erza sit on my face. I joined Kyouka in licking Erza while at the same time I felt Minerva pull out and begin to push into the pussy, allowing us to share Kyouka's tightness.

"Oh Lucy!" Minerva moaned "You're dick is so big! I can feel it rubbing against mine!"

"Mmmmm." I moaned against Erza's pussy.

"Lucy…your tongue is so good." Erza moaned.

Erza started to grind her hips against my and Kyouka's faces. I could hear her breasts bouncing and flopping around as she started to shake her body in pleasure.

"I…can't…" Erza hissed "HAAAA!"

I felt a spray of Erza's juices cover my face. Erza sighed and laid back relaxing while Minerva and I finished up with Kyouka.

"ah…ha…yes." I grunted as I plowed into the blonde haired demon "You're so tight."

Kyouka's head was in dream land and she was completely unfocused.

"It's so good." Minerva moaned "I think I'm gonna cum…"

"Do it." I told her "Cum while we share the same pussy.'

Minerva thrusted into Kyouka a few more times before letting out a scream.

"OHHHH!"

I felt a sticky, gooey warmth join me in Kyouka's pussy. Minerva pulled out, leaving a trail of cum behind. Minerva went over to get dressed and Relax with Erza while I finished up.

"Ugh…yeah…oh yeah…" I groaned "So tight."

"Ha…ha…you…slut…" Kyouka panted "I'll…get you…"

"Be quiet." I said pulling her into a kiss while I fucked her.

Kyouka's lips were soft and pulling her into a kiss allowed our large breasts to collide and fight for dominance.

"Here it comes!" I warned.

"UHHHHHGGGGHH!" Kyouka moaned and got very tight, pushing me to the brink.

"HAAAAAA!" I moaned as I released inside her.

I took a few seconds to calm down before pulling out of Kyouka. I took the chance to get dressed before I heard a loud beeping noise.

"What?!"

The timer was red and flashing with Zeros.

"Ha!" I heard Kyouka laughing "Fuck you."

"You bitch!" I yelled "Turn it off! GAH!"

_I can feel the magic getting sucked out of me._

"How unfortunate."

***Snap***

Someone snapped their fingers and Kyouka vanished in a puff of smoke.

"It appears they are incapable of managing a mere library." A voice said walking in.

It was a man with black hair. He looked at Erza and Minerva. He flicked his wrist and they were sent flying.

"Erza!" I yelled "Who are you?!"

"I've been meaning to meet you for a long time." The man said "I'm the reason you exist as you do…I am Zeref."

"What?"

"Well that's not all right." The man said.

I watched him glow and like Natsu, her changed into a girl.

"I, Zerefina, are the reason Futanari exist."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Lucy meets the Great wizard Zeref…err Zerefina, and at the same time learns a little about her heritage as a Futanari.**

* * *

**I now have a formal schedule for which I update my stories.**

**Weekends- Whatever I feel like/ Off**

**Monday- Futanari Lucy and The Long Journey**

**Tuesday- Asuka the Futa Ninja and The Heartfilia Family.**

**Wednesday- Whatever I feel like/ Day off**

**Thursday- Futanari Lucy and The Heartfilia Family**

**Friday- Nami's Futanari Adventure and Tortured Soul**

**Hunting Dog gets updated whenever I feel like it.**

**You can check my Profile if you ever want to double check but Lucy gets updated every Monday and Thursday.**

* * *

**Till Next Time!**

 


	96. Root of Evil- Zerefina

_Italics indicate thinking_

* * *

**Lucy's POV**

"Who are you?" I asked the woman in front of me.

"I told you, I'm Zerefina."

This woman was gorgeous. Mature face, long shiny black hair. perfect cheekbones, nearly perfect hourglass figure, large breasts equal in size of Gabby's, and a butt like Juvia's.

"It's a pleasure to finally meet you Lucy." She said walking up to me, bouncing with each step.

"What are you?" I asked.

"I'm the…suppressed side of Zeref." She said "We we're born as one but he doesn't even know I exist."

"Why do you know my name?" I said trying to slowly back away.

"Why are you running?" she said "Come…give your mother a hug."

"You are not my mother!"

"Well I am, sort of. I'm the mother of all Futanari, the reason your race exists, I created you."

"What..?"

"The Futanari were created by me, to be my little playthings." She smiled "Now come, do as your master says."

"What no!" I said.

"Oh but sweetie." She said suddenly appereing right next to me, her breasts pressed against my back "You don't have a choice."

Zerefina brushed her hand over my crotch and I felt my whole body shake.

"OHHHHHH!" I moaned as I suddenly jizzed in my pants.

"I can play with you just by touching you with a few fingers." She said "Now get on your knees slave."

Just like my first time with Ultear I was incapable of controlling my own body.

_Her magic…is so strong._

"I've been watching you for a while Lucy." She said "Your harem has grown huge. You really are a Futanari queen…but I am the True Queen, you'll need to learn your place."

Zerefina pushed back her cloak and showed me her penis, it was long, thick and throbbing.

_It's huge!_

My mouth opened on its own and took Zerefina's mouth into it.

"MHPM!"

"Oh Lucy dear you have such a warm mouth." The dark witch moaned "It fits perfectly around my huge cock."

The black haired woman held my head and forced herself down my throat. I felt the bulbous head push around and I could hear Zerefina moaning. I could feel the warmth of her cock as it pushed passed my soft lips.

"Mmmmm." Zerefina moaned "It's been ages since I got a good blow."

While she used her magic to make me suck her off Zerefina stripped down. I finally got a good look at her naked form, she was even more stunning, she was like a goddess of beauty. The curves of her hips and breasts, her gorgeous face and hair, all that was combined with flawless alabaster skin.

"You're so good Lucy." She moaned "I think I might cum…I wonder if you'll be able to handle all the spunk flowing down your throat."

With each thrust of her hips the Black Witches balls slapped into my chin.

_She's so big…but it feels good…_

"Ohh Lucy." She moaned "I'm sooooo close! HAAAAA!"

"MHPM!"

I nearly choked when Zerefina's cum started pouring down my throat. There was so much I couldn't even believe it. I was trying to swallow some put most was praying out all over the floor.

"Phew." Zerefina said "Decades of backed up cum all out at once."

I hacked and coughed trying to catch my breath.

"We're nowhere near done." She said flipping me over so I was lying on my stomach.

Zerefina ripped my clothes off and grabbed and caressed my body.

"You're nearly perfect Lucy." She whispered "One of the best Futanari I've ever see."

She squeezed different parts of my body.

"You've got such a cute ass…such large breasts…and a nice fat cock."

I was hissing and moaning as she grabbed my body. I could feel her huge breasts pressed against my back. Her nipples were so hard I thought they could cut diamonds.

"Get up." She said picking my up and carrying me in her arms "Time for the best part."

Still unable to move the only thing I could do was moan as her dick stretched my walls.

"OHHH!" I moaned as Zerefina penetrated me and started thrusting.

"So tight." She moaned "You must spend a lot of time giving and not receiving, we'll have to change that."

Zerefina bounced me up and down. My body was grinded against hers. He balls slapped against by butt and I could feel her bouncy breasts jiggling against mine.

"Come on match up with me." She said "I released the binding spell on you back after the blowjob."

I realized I could control my body again. Having gone this far I just kept moving with her, feeling my breasts rub against her.

"Big tits are the best aren't they." The black haired girl moaned "I designed Futanari after myself, big dicks and big breasts.'

"You're so big." I moaned.

"I am the original, of course I'm the most important."

I yelped in pleasure as Zerefina pounded my pussy.

"Oh Lucy." She moaned "I think I'm gonna cum soon!"

"Do it!" I begged "I want to feel your warm cum inside me!"

Zerefina thrusted into me a few more times before I felt myself go over the edge.

"OHHHHH!"

My climax hit me like a truck and I felt my whole body shake in orgasm. Zerefina increased the speed of her thrusts while also grunting more aggressively.

"UGH! FUCK!"

I felt warmth fill me as the Black Witch came inside me.

"Ohhhh…" I moaned as she pulled out.

"That was wonderful." Zerefina said sitting down, her chest wobbling as she did so "Come here."

I walked over the woman took her huge tits and wrapped them around my cock. It was so warm and her cleavage felt like a perfect fit.

"Soft." I mumbled "Like pillows."

Zerefina started bouncing her chest, I couldn't even see my dick between them because her tits were so full and round.

"How's that feel?" she asked me "You gonna cum yet?"

"May…maybe."

"No tolerance." She whispered "you're not ready yet…"

"What was that?" I asked.

"Nothing." She said slapping her tits into my crotch "Now cum for me pet.'

It felt like her breasts got even warmer and softer. My cock couldn't take it.

"HAAAA! ZEREFINA!"

I sprayed ropes of cum all over the Black Witch's chest. She used her finger to clean off her breasts.

"Good…but not great."

"Huh?"

" **Now Sleep."**

Everything got all blurry and I fell over.

* * *

**Zerefina's POV**

I finished dressing Lucy Heartfilia.

"You've gotten stronger, but your still not ready to take over as the leader of all Futanari. I hope you there before your pink haired mate kills my other half. You Race is dying, it will be up to you and that princess to carry on the line."

While she was still unconscious I placed one last spell on her.

"From here on the survival of your clan is dependent on you…this fertility spell will bless you with children to number the stars…hopefully some of them will hold the Futanari genes."

* * *

**AN**

**Thank you for reading feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see next time.**

**Next Time- Side Chapter- When the Masters are away, the pets get to play.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 429- Code Blue** _

_**Chapter 430-** _

**I'm basically live blogging theses so let's start with**

**Code Blue-4:37 AM Mon April 20**

**HOLY SHIT!**

**Didn't see that coming, not much to say here, FUCK YEAH Erza!**

**Thank Mashima for not making me wait another week, he's my hero. Really though it was pretty surprising, I'm guessing next chapter we'll learn Erza is a Wizard saint in Makarov's seat?**

**I'll be back to write about Purification Ritual in a little while**

* * *

**Purification Ritual- 4:45 Am**

**Oh hey we finally saw Wakaba's daughter on camera (That totally doesn't mess up a character from my Fairy Tail OC story.)**

**It's great to have the Band back together. Everything looked so cool. I'm just so excited  
**

**I'm going to retract my previous statements about Erza with the council, I think her and gray were just doing their own thing independent like. Still curious to see how Frosch and Gray play into everything.**

**Man I'm so Hyped, Erza back!**

* * *

**Till next Time!**

 


	97. SS21 Pets

_Italics indicate thinking_

_**This Side story takes place after the Birth of Nona but before Tartarus.** _

* * *

**Happy's POV**

"This is kinda boring." I said looking in the crib "Babies don't do much."

Lucy was off doing stuff and I had to babysit. So I sat on the edge of the crib watching my daughter sleep.

"I'm back Happy." Lucy said.

"Oh good." I sighed "Can I go now?"

"She's your daughter to you know."

"Carla said we were gonna go out and do stuff." I told her "she wanted to take Lector, Frosch and Momon out."

"Okay." Lucy said "You guys have fun."

I flew off to go change into my human form and get dressed. Ever since I had Nona I haven't really been out a lot and Carla said she wanted to take the others out shopping and stuff, it was a chance for me to have fun.

I had a feeling after shopping we'd all be going home to 'relax'.

I walked through the house slowly shifting into my human form as I went. I felt my chest get heavy and my whole body shimmy as I walked. I stood in front of the dresser with the draw open deciding what to wear. I could feel my tail swishing around while I decided.

"This could work." I said throwing some stuff on the bed "Yeah, let's go with that."

First I slid some cute blue striped panties over my butt, slipping my tail into the hole. Next I put a blue lacy bra on. It was a bit of a tight fit since my breasts had grown from having Nona. I didn't mind though because it just meant I got to feel them bounce more often, that was my favorite part of being human, the feeling of my body shaking.

For the actual outfit part I put on a pair of tight, ripped jean shorts and for the top I wore a low cut graphic tee.

"I look good." I smiled "Time to go meet the others."

I headed out to meet Carla, once I got to her dorm room she was laying around waiting for me.

"Afternoon." She said walking up to me.

Carla was wearing a pretty pink sundress.

"Hi." I waved "What's the plan for today?"

"We have to go meet the others at Lucy's house, they don't have much clothes so they wear some left over stuff there."

"I wish you had said that." I mumbled "I was just there."

The two of us headed back to where I was earlier. When we got there our friends were waiting on the couch.

Lector had her hair done differently, instead of a fauxhawk it was one of those pixie cuts. She was wearing a black one sleeved t-shirt and jeans.

Frosch had her long green hair tied up into a pony tail, she was wearing a green sweatshirt and jeans.

Momon was wearing a blueish sweater and a white skirt.

"Hey." I waved.

They all waved back.

"Come on let's go." Carla said not wasting any time "We have a long day ahead of us."

* * *

**Later**

We had been shopping for most of the day, buying clothes for the three girls. Now we were getting the most important part, underwear.

"Fro can't figure this out." The girl said getting tangled up in a bra.

"Hold on I'll help." I said walking over.

We were all sharing a dressing room; we had all stripped down to our underwear because we were all trying things on. This was the first time for Momon, Lector and Fro so they needed a hand.

"Put your arms through here." I told the girl helping her with the bra, a color that matched her hair.

"Okay now reach and clip." I said holding her hair out of the way.

"You got it." I said "Hmm actually let me fix it a little."

I reached around from behind and stuck my hands into the cups of the bra, adjusting Frosch's large breasts to make them fit just right. They were big and soft, just like mine. I took a peak at the tag on her bra, E-cups just like me and Carla. I looked over and saw Carla helping Lector with her bra.

_I bet all catgirls are E's_

"How's that feel?" I asked Frosch while taking my hands out.

"Good." Fro said hopping in place "Less weight but still bouncy."

"Yeah I know the feeling is the best."

Frosch and I smiled, bouncing up and down.

"Will you two knock it off!" Carla yelled.

"Sorry."

"Whatever we're done." She said "Let's pay and head home."

* * *

**Later**

When we got back to Carla's room we put all the bags down, and wasted no time getting naked. The five of us stood around hugging and kissing. It was a pile of soft, warm bodies. Tails twisted around each other and people suck on each other's necks.

"Come on." I said pairing off with Lector "Let's have some fun."

The two of us lay on the bed, kissing each other. Lector moved her hands up to caress my breasts. Her hands were so soft as she rubbed a finger over one of my swollen nipples.

"Happy." She moaned as I kissed her neck, her short hair tickling my face.

The two of us wasted no time getting undressed and rubbing our naked bodies against each other. Our tails twisted and wrapped around each other as we kissed. I moaned into the kiss when I felt Lector's hand brush over my lower region.

"Oh that's it." I panted as she slowly inserted a finger into me.

I was surprised when everything got dark; I realized that Momon was sitting on my face, her warmth just inches from my scratchy tongue. Already moaning from Lector's movements I moved my tongue into Momon's folds, licking and probing. She tasted nice and I could hear her moaning above me. I saw Carla come behind her and play with the harpy's breasts while Frosch was licking at Carla.

The five of us grinded against each other, Lector's fingers pushing deep into me while I tasted Momon's juices. My tits were shaking as the bird's but rubbed against them.

"Oh Happy." She moaned "I'm…HAAAA!"

I felt juices spray on my face and Momon dropped off me. With the bird off me Carla wasted no time licking my clean. Her and Frosch moved around, the green haired girl started to lick Lector and Carla played with my breasts while I stuck a finger in her.

"Happy~" she moaned that's so good.

The four of us purred and rocked around as we explored our bodies. It didn't take long for me to feel a climax coming

"Lector…I'm…I'm gonna….OHHHHH!"

I came all over the girls hand, I heard a lot of other loud moans and screams as the other girls orgasmed.

Panting the five of us laid around on the bed, kissing and cuddling into the night.

* * *

**AN**

**Thank you for reading. Feel free to message me any questions or concerns. Feedback is appreciated.**

**Suggest who you want to see in the future.**

**Next Time- Ultear needs Jellal to go 'undercover'**

**Yo the office side story is coming up, if you don't ask for any changes soon you're gonna get the animal hybrid one.**

**Chapter 100 is coming up, I have something sweet planned for that.**

**Till Next Time!**

 


	98. SS22- Jennifer Undercover

_Italics indicate thinking_

* * *

**Jellal's POV**

"What do you mean you want me to go undercover at some ball?" I yelled.

"It's simple." Ultear said.

"Then why don't you do it." I mumbled.

"We've been over this a dozen times." She sighed "We're pretty sure that Earl in the castle is funding the nearby dark guild, he's throwing a big ball, you go in and charm him with some feminine charm and we'll be set to cut off their flow of money. We can't go destroying an innocent man so you need to get some conformation."

"Why can't we just sneak in?"

"Because security is too tight for covert ops."

"Why do I have to be the one to go, can't you or Meredy do it?"

"Because when you turn into a girl your guild mark will disappear, Meredy and I are stuck with ours so you have to do it."

"This is ridiculous." I grumbled.

"Well too bad." She smiled all clever like "No hurry up and be Jennifer, we need to get you dressed for a ball."

"What's with that look?" I said backing away.

"Meredy hasn't let me dress her up since she was just a girl." Ultear turned to me, a killer look in her eye "I think you'd look just perfect in blue."

"Meredy help me!"

* * *

**Later**

"I feel ridiculous." I mumbled walking towards the mansion.

" _I think you look adorable." Ultear said through a mental link "You remember the plan right?"_

"Get inside and seduce Earl Seth." I said "He's a young man, about twenty or so."

" _Alright, Good Luck I'll be in touch if you need anything."_

"Roger."

I kept walking up the hill to the big house. Ultear had dressed me up in some ridiculous dark blue ball gown, and if that wasn't enough it didn't do much to cover up top.

"Don't worry she said." I grumbled "A strapless bra will solve all your problem…my ass it does."

She also curled my hair, put it in a pony tail and covered my face in makeup. Bright red lipstick, dark eyeshadow and blush…I felt…stupid.

I got to the gate, it was heavily guarded.

" _You weren't kidding we never would have gotten in without setting off an alarm."_

" _I am a smart woman." She countered._

"Evening Miss." The security guard said "may I see your invitation."

" _Umm Ultear?"_

" _Carp how did I forget about that."_

" _Didn't you just brag about how smart you were?!"_

" _Hey don't yell!" she yelled back "It'll be fine…just flash him a little skin."_

" _What?!"_

" _You got big Gam-Gams use them. Act all girly and stuff, art of seduction and all that…Come on Heartbreak you can do it."_

" _I'll get you for this."_

I looked up at the guard.

_He's so much taller than me…being a girl is weird…well here goes nothing._

"Silly me." I giggled "I forgot it at home, could you please let me in?"

"No one gets in without an invitation."

_God this is embarrassing._

"Please for me?" I pouted, brushing my hand over my cleavage.

The man cleared his throat "Sorry Miss no exceptions."

" _Ultear?" I hissed "What'd we do, he's gonna get suspicious if I don't leave."_

" _Umm…okay I have an idea." She said nervously._

" _What's with the ton."_

_Ultear gulped "Try…offering him…you know…"_

" _What money?"_

" _Something all men want?"_

" _I don't follow…"_

" _Just offer him a Blowjob!" she yelled._

" _What?!"_

" _It'll work…probably."_

" _I can't…do that!" I snapped._

" _We don't have much of a choice." She said "Look I know it's awkward but…it'll be good experience for later with the Earl…Besides think of all the people that might get hurt if you don't get in there."_

_She's…right…_

I put on my best face, I placed a hand on the guards chest "I'm sure there's something I could do for you to let me in."

I batted my eyes and pointed over to the tree "I'll be right over there."

I walked behind the bushes and waited.

_I can't believe I'm about to do this._

Sure enough about five minutes later the man came back around the tree.

"Let's make this quick." He said.

"If that's what you want." I smiled.

With a small amount of hesitance I reached forward and undid his belt. I pulled his pants down a bit and came face to face with a average sized penis. I gulped and then licked up the length.

_He's all sweaty._

I got him all coated in saliva and then took him in. Having only done this to Meredy one or two times I was still pretty inexperienced but I knew how most guys liked it. I used my tongue to lick over the tip of his dick while also sucking hard. They guard was moaning but I had him tuned out as I tried to ignore this embarrassing event. It actually wasn't too bad, I wasn't going to make a habit of doing things like this on missions but if it was required…

"GURK!" I gagged as I deep throated the guards penis.

"UGH!" he groaned.

I was shocked when I felt my mouth suddenly fill with war semen. I didn't have a choice, I had to swallow it, spitting it out might get it on the dress and ruin everything. I swallowed the salty goo before licking my lips clean.

I gave the man a sexy smile "So…can I go in now?"

* * *

**Later**

I had been at this ball for a few hours now. I had seen that young Earl a few times, chatted with him briefly, he seemed interested. We danced for a bit but then he had to go off and schmooze with other people. I decided to help myself to the buffet table, mostly to try and get the taste of semen out of my mouth. It wasn't a terrible taste but I needed something else.

I felt someone tap me on the shoulder "Miss Jennifer."

"Earl Seth." I smiled "It's a pleasure to see you again."

"Same to you." He said looking me over "Very nice to see you."

" _Kick up the charm." Ultear said "Just get him to take you back to his room…you know what to do from there."_

The two of us chatted about world events, the conversation segwayed around a few times.

"I adore your dress." Seth complimented "Who's the maker."

"Oh umm…"

" _It's a Straus." Ultear said "Mirajane made it."_

"It's an indepentant." I told him "I got it from a friend."

"It's positively perfect on you." Seth said "It accentuates your body wonderfully."

I saw him look me over with his eye.

"Your hair is nice to, it reminds me of a girl I once met at a Karaoke bar."

"How nice." I said "But I was hoping to have you to myself, not another woman."

"I assure you she was done with me by morning." The boy laughed.

_This kid is the son of the real big shot here, but is he really funneling money to a dark guild?_

"Perhaps." He leaned in "You'd like a tour of the mansion."

"That sounds wonderful." I smiled.

I followed the young man around the mansion. It was big and everything looked expensive. As we walked the marbled halls I could hear my high heels clicking on the floor and my breasts bouncing on my chest.

_It's strange to think Natsu adores his female form…it's not too bad…maybe Lucy and Ultear were right, using this for undercover work may be just the right idea._

I noticed that Ultear's mental link was off…she was letting me go quiet…probably cause she knew what I was going to do.

"This." Seth said opening a door "Is my room."

His room was stunning, golden and full of expensive things, most notably a stunning bed that looked handcrafted and covered in engravings.

"You have a beautiful home." I said walking up to him.

I put on sultry smile and looked at Seth "I'd love to stay the night."

He walked up to me "I think that can be arranged."

I moved my head and slowly placed my lips over his. I felt him kiss back and pull me awkwardly close to his body. He wasted no time moving his hands up and taking a squeeze of my large breasts.

"Hmmm." I moaned into the kiss.

Still kissing we walked over to the bed. I pushed Seth down and stood back. I reached back and undid the strings on the gown, once it was loose I let it fall off. I stood before him in just a bra, some panties and stockings.

"Do you like what you see?" I asked walking forward.

I placed my foot on the bed and slowly pulled the stockings off. I crawled on top of Seth and started to kiss him again.

_This isn't that bad, easy to._

We broke the kiss and I reached back and unhooked my bra, letting my breasts drop. I used my arm to push them up sexily. I grinded my body against his hips before moving down and pulling off the Earl's pants. I was surprised at the size of his length.

I licked my lips "I didn't expect you to be packing such a big weapon."

I wet the cock with my spit before wrapping my F-cup breasts around it. I held my chest and shook it around, pleasuring the hard dick. When the tip came up I would flick my tongue over it.

"Ohh~" Seth moaned.

Still sucking and tit fucking I looked up at him, letting his dick out with a pop "You like this?" I asked flicking my tongue again.

"Ugh!" he groaned as I slapped my breasts against his chest.

I kept up my movements, shaking my chest and occasionally sucking on his dick, before long…

"I'm…I'm gonna…"

"Do it." I told him.

"OHHHH~!"

The long rod quivered and then started shooting out thick ropes of semen. The white goo shot up before coming back and splattering on my chest. I lifted one of my breasts up and licked it clean while I waited for the boy to get hard again. Once he was ready to go I crawled on top of him. I graded my panty covered ass over his crotch, feeling his hard dick getting pushed around.

"Are you ready?" I said sliding my panties off.

"I can't wait."

Wasting no more time I picked myself and slowly slid down onto his girth.

"Haa~" I sighed as I felt the cock enter me and spread my walls.

I let myself adjust to the feeling before I began to lift my hips and slam my ass down on his crotch.

"Ohh you're…so tight." He grunted.

"Not just anyone get to do this." I said pulling out the ponytail and shaking my long hair loose.

I kept grinding and slamming my hips against him. The pleasure coursing through my body was intense. Seth was stretching my wide and the sensations created were wonderful, the feeling of my breasts bouncing and my butt slamming down sent shivers through my body.

"Ha…ha…oh…" I moaned "So big."

I kept bouncing up and down on the cock before I felt a sensation down below.

"Oh…oh…HAAAAAA!" I let out a loud yell as my walls clamped down on the rod.

"Shit…UGH!"

I felt a warmth enter me and saw some cum trickle down my thigh. I let out a yelp of surprise as Earl Seth picked me up. I held me so my back was to his chest, his arms were spreading my legs and holding onto my calves.

"Ohhhh~" I moaned when I felt his cock enter me again.

Seth held me up, thrusting into me with immense strength.

"Oh Wow!" I moaned "You're so strong."

It felt so strange to be suspended in the air but still be receiving an assault like the one he was giving. Each time he slammed into me my chest bounced around and I let out a moan. Seth kept plowing me, grunting and moaning every so often. My head was drowning in pleasure. I let my head roll back once I felt my orgasm coming.

"I…can't…hold…OHHHHH!" I moaned as I felt my walls shift.

"Ugh…ha…FUCK!"

I felt Seth release inside me again. He placed me back on the bed. The two of us did a few more positions before he eventually fell asleep.

" _Jennifer." Ultear called through the mental link._

"I'm up." I whispered.

" _Check for evidence stupid, remember that's why you went there in the first place, for proof not to get laid."_

"Shut up." I mumbled, feeling my face get all warm.

Still naked I walked around the room, slowly checking drawers and the closet for any sort of evidence of funding the dark guild.

"I don't see anything Ultear." I whispered "I guess we got it wrong."

" _Alright, You just get dresses and get out of there."_

"Roger."

" _Oh and sorry you had to do all that just for a dead end." Ultear apologized._

"It's fine." I said putting my bra back on "It was good practice…you know in case we ever have to do this again."

_Ultear let out a womanly laugh "I see…so you liked it."_

"It wasn't…the worst thing, I'd be willing to do it if it was required."

" _I'll make note of that, now get back to the camp."_

"On my way."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Animal Office AU 1**

* * *

_**Snakebit1995's Chapter review** _

_**The Manga is off the week for Golden Week, will return next week** _

* * *

**I have Exams next week, so don't expect many updates next week**

**Till Next Time!**

 


	99. Office Farm 1

_Italics indicate thinking_

* * *

_**This is the first part of the Animal themed AU** _

_**YO! Fair Warning, this is without a doubt the strangest AU so far!** _

_**It gets…weird…like weirder than the werewolves.** _

_**I decided to get really strange…chalk it up to boredom and wanted to see how far I can push the limits of my imagination.** _

_**Even if you guys don't love it I will finish the story, remember you don't have to read every chapter (I mean I'd like you to but I'm not gonna force ya)** _

_**TL;DR- If you don't like Animal-Human Hybrid this AU is not for you.** _

* * *

**Erza's POV**

My name is Erza Scarlet and I'm the CEO of the Fairy Tail pharmaceutical company. I've been in this position for about 3 years now, despite my young age.

There was a knock at my door.

"Come in."

"Erza, it's time for the board meeting." Lucy said.

Lucy is my assistant. We went to high school together, she's my best friend.

"Okay I'll be right there." I said fixing my suit jacket.

_This'll be fun, how can I break it to them that profits are down across the board._

I followed Lucy down the hall. Lucy was really cute. I've always kinda been interested in both sexes but I've never told Lucy I was interested in her. I watched Lucy's butt bounce back and forth under her skirt as we walked down the hall.

"Well good luck." She smiled when we got to the meeting room.

"How do I look?" I asked.

"Stunning as always." She smiled "Now Knock'em dead."

"Yeah only if the numbers don't do it for me."

Lucy laughed and opened the door for me. The whole executive board was in there, woman from all across the country. I took a seat at the front of the table and opened my laptop to start the presentation.

"Thank you for coming everybody…."

* * *

**After the meeting.**

"Well that sucked!" I yelled storming around my office "I've never been so ashamed."

"Calm down Erza." Lucy smiled.

I grabbed her shoulder "Don't you understand! They said if I don't improve the numbers in one year I'm gonna get fired!"

"And you will get the numbers up." She said.

"Call Ultear." I said "Tell her we're coming down to work on some ideas to improve profits."

"I'll get on it; do you wanna stop for lunch first?"

"No thanks I ate breakfast late."

I sat down at my desk and banged my head against the table.

_What am I gonna do, I can't afford to lose this job, I really hope Ultear has something we can work with…or at least test._

* * *

**A Short While Later**

"Ahh Miss Erza, Miss Lucy." A small blonde haired girl said "It's a pleasure to meet you."

"Who's this?" I asked Lucy.

"I don't know."

"I see you two have met my new assistant." Ultear said walking up "This is Kyouka, she's an intern from the local college."

"It's a pleasure." I said shaking the girl's hand.

"Let's cut to the chase Ultear, I need something that might actually make us money."

"I've been working on something…Kyouka go get formula G-49 from the cooler please."

"Of course Ma'am." The girl said running off.

"Okay so I think I have something that could be really big." Ultear said.

Kyouka placed a tray on the table.

"Dietary supplement?" I said "Those won't make a breakthrough."

Ultear tried to pitch the idea to me but they just weren't going to do what I needed.

"What's that whistling noise?" Lucy asked.

"AH!" Kyouka yelled "I left a vial on the burner!"

"You need to be more careful." Ultear said as Kyouka went to turn the heat off "You'll end up causing an explosion."

"Sorry Ma'am."

***Puff***

A cloud of pink dust poofed out and splashed Kyouka in the face.

"Guess it's time to reset the days without incident counter." Ultear said walking over to the girl "Come on into the shower."

Ultear ripped the girl's clothes off and threw her into a shower.

"Tell me what was in that Kyouka." She said.

"It's all written down on my desk, exact measurement and time."

"Is she going to be alright?" Lucy asked.

"She should be." Ultear said reading over the ingredient list nothing on here is that bad for a person?"

In the shower Kyouka started coughing a lot.

"Are you sure?" I said "she doesn't look too good."

"Kyouka?" Ultear called out "How do you feel?"

"My body…is on…fire." She hissed.

"Maybe this isn't good."

Ultear turned off the shower and opened the door; Kyouka was on the floor shaking.

"This defiantly isn't good." I said.

"AH!" Kyouka yelled as her back arched.

"Look at her!" Lucy yelled "Her chest!"

The flat chest of Kyouka was slowly gaining size and definition.

"Her breasts are swelling!" Ultear said.

"UGH!" Kyouka groaned as her breasts jiggled and grew larger.

"My…My arms." She said.

"Oh my God!" Lucy yelled "look at her arms."

Soft plumes of white feathers were forming on Kyouka's forearms.

"HNGH!" Kyouka groaned again and this time her knuckles made cracking noises.

Her hands were growing long and sharp, like talons.

"Ha…ha…ha…" Kyouka panted as she calmed down.

"Kyouka?" Ultear said.

"My head." The girl sighed "What happened?"

"Oh…wow…" was all I could say.

"You um…I think you need to look in a mirror." Lucy told her.

"There's one in the bathroom." Ultear said "Behind the door, I'll go get it, you don't move."

Ultear quickly came back with a mirror "Here."

Kyouka took one look at herself "AHHHHHHHHH! WHAT HAPPENED TO ME?!"

"It must have been what you were mixing." Ultear said looking in the glass jar "The heat must have broken down the compounds in a way that affected your body."

"It gave me talons!" she screamed "And feathers!"

"Well look at the bright side." Ultear side "You got a decent chest out of it."

"I'm hideous!" she yelled "A monster!"

"Don't worry." Lucy reassured her "It'll be okay."

"Will it?" I whispered to Ultear.

"I don't know…but I doubt it." The scientist explained "I've never seen ant think like this before."

"Mmmmm." Kyouka moaned "My chest feels warm."

The newly mutated girl reached up and squeezed her breasts, moaning as a white liquid squirted out.

"Milk?" Kyouka sighed "This couldn't get any worse."

"Well it just did." Ultear said "I don't have any idea how we're going to fix you."

Kyouka moved her talons up to her face and started crying.

"Oh poor girl." Lucy said rubbing her shoulder "We'll figure something out."

"Hey Ultear come here." I whispered.

"What is it?"

"I have a brilliant idea. Do you think we can harness that stuff to be a breast growth supplement, girls all over will buy it in bulk if it can give them huge tits."

Ultear was looking at the chemicals through a computer and Microscope.

"This is insane." Ultear said "It's like Kyouka's DNA has been rewritten."

"Well yeah look at me!" the girl snapped "I'm like half bird!"

"So does that mean no?" I asked.

"Right now it's far too volatile to determine, I don't know what it'll do to someone else."

"Let's find out." Lucy said "Try it on me."

"Lucy?!"

"We can get more information that way, this could save your job Erza, besides…if I do end up like that at least Kyouka won't be alone."

"Are you sure about this?" Ultear said "I'm going to inject you with a small dose."

"Go ahead." Lucy said sticking out her arm "I'm not afraid."

Lucy hissed as the needle pricked her skin and Ultear administered the shot.

"HAA!" Lucy moaned "I feel something."

Lucy moaned as like Kyouka her breasts grew, blowing the buttons off her blouse.

"Lucy how are you feeling?" I asked concerned "Is everything okay?"

"I'm itchy." She said scratching her head.

"Erza look." Ultear said "Her hair."

From under Lucy's hair, two fuzzy grey ears appeared.

"Huh?" Lucy said "Look!"

Lucy held up her hands, her nails had turned black and become sharp like claws.

"My teeth to." Lucy said showing her new fangs.

"HMMM!" Lucy groaned and look crossed her face like she was going to the bath room.

***Rip!***

I fluffy grey tail ripped through Lucy's skirt.

"A tail?!" we all yelled.

"I think…it's done." Lucy said "I feel fine again."

Lucy's tail was wagging around and her ears were twitching.

"Interesting, it turned her into a wolf girl." Ultear said "Perhaps it's crossing human and animal DNA somehow…Just what did you make Kyouka?"

"Beats me." The bird girl said.

Ultear looked at the clear pink liquid "You might be right Erza, we could have a goldmine right here, this could be the future of humanity."

"Well we can't put it out without a ton more testing, and who's gonna volunteer to turn into an animal-human hybrid?"

"I bet you'd find tons of nerds and furry lovers who'd jump at the chance." Ultear said "But if you want to test more now…you and I are here?"

I looked at her "You can't possibly be serious."

"Why not, it looks interesting; I kinda wonder what I'll be, a beautiful bird or maybe a ferocious tiger?"

"Isn't it unethical to experiment on yourself."

"Well…kinda." Ultear said filling another two syringes "but we already jumped right to human experimentation so ethics is pretty much out the window."

"Here." Ultear said holding up the needle "I'll do myself first, and if you like it you can go after. Deal?"

"Ugh…deal." I groaned.

"Here we go!" Ultear said injecting herself.

"UGH!" She groaned "That feels…amazing!"

I watched Ultear groan and moan as her body grew, her chest soon ripped through her shirt and she discarded her lab coat.

"They're getting really big!" Ultear said as her breasts ballooned.

She was right. Ultear was already a well-endowed woman but her breasts were really packing on the pounds. Before long they were the largest I'd ever seen, easily as large as pillows.

"I…don't think…" Ultear groaned "OHH!"

Ultear fell forward, landing on her huge breasts as cushions.

"I can't even stand!" she said "They're too big!"

Ultear's breasts were massive, like beanbag chairs strapped to her chest. Ultear managed to sit up, but her chest covered her lower body. Gradually her lower body gained thickness to match her upper half. Her butt billowed through her pant and grew to gargantuan size. Her thighs became thick.

"AHH~" she moaned "My ears."

Ultear's ears grew in size before becoming large and floppy.

"HAAA!" she moaned touching her face.

I watched as Ultear's nose molded and morphed, getting longer and thicker and at the same time gaining a greyish hue.

"She's…" Kyouka said stunned.

***HONK!***

Ultear blew her nose.

"An Elephant!"

"I'm…" Ultear said touching her new trunk "Oh wow!"

We were so entranced by Ultear's new nose we barely noticed the tail appear above her butt.

"Well this was…Interesting." Ultear said her voice a tad more nasally.

"So Erza." Lucy said her tail wagging "Will you be joining us?"

I stared at the pink liquid

_I won't lie, this does intrigue me…but how would I run a business if I ended up like Ultear, at least if I wind up like Lucy I can just wear a bonnet or something._

I slowly picked up the syringe "I'm…I'm gonna do it."

I stabbed my arm and squeezed the plunger.

"AHHH!"

I felt my body get engulfed in a heat. My thoughts were clouded as my body went through extreme changes. I felt soft ears from on my head, and a thin tail erupt from my spine. I could feel my breasts bulging and my waist thinning as they grew and shrunk to give me a perfect hourglass figure. I felt my teeth and nails get sharp as they became claw like. I felt my toungue grow scratchy…and strangest of all I felt hair around my neck.

***ROAR***

"Erza…" Lucy said "You're a…"

I looked in the mirror.

"I'm a lion. UGH!"

I grabbed my crotch as I felt a stinging sensation. I looked down and was stunned by what I saw.

"Well that's different." Ultear said.

"I've got a penis?" I said confused.

"Look at it." Lucy said "How strange."

"I wonder if it works, or is it just for show." Kyouka asked.

"Well we can find out." Ultear said walking over, her whole body wobbling.

"Come on Erza." She said "Stroke it."

I moved my hand down and wrapped it around my new growth. I slowly stroked, and it felt incredible.

"Oh Wow!" I moaned "This feels good."

"Looks sexy to." Ultear said "Keep it up I wanna see more."

I stood in front of the three animal girls, and stroked quickly.

"Erza…you look so good." Lucy said pressing her breasts against my back, you smell good to."

"Lucy?!"

Lucy hand reached around and started to join me in stroking.

"Don't think…I haven't see the way you look at me." She whispered.

Lucy nuzzled her face into the mane of hair around my neck, at the same time she never stopped stroking.

Near us Kyouka was climbing up Ultear's humongous chest and allowing the older woman to suck from her breasts.

"You're milk tastes delicious." Ultear told the bird girl.

I felt a surging in my crotch.

"Lucy…I think I'm gonna…"

"AHHHH!"

My cock spewed out cum, coating the floor in a small puddle of white gunk.

"So it does work." Ultear said removing Kyouka tit from her mouth "Interesting."

Lucy walked around to the front of my body and squeezed my breasts, before hopping into my arms.

"Put that big toy inside me." She said.

"What?"

"Fuck me Erza. Fuck me like an animal."

Lucy bounced up and slid herself onto my cock. I moaned at the feeling of her tight walls wrapping around me, at the same time Lucy was groaning as my girth stretched her walls.

"Oh Erza it feels so good!"

"Lucy this is incredible!" I moaned as my hips moved to thrust.

Lucy grinded against my body, I could feel her tail wagging around and her sharp nails digging into my back.

"Er…za" she hissed.

"So tight." I grunted.

Nearby Kyouka had positioned herself behind Ultear's thick thighs and was licking at the woman's folds.

"Oh yes~" the older woman groaned "Lick more."

I slammed Lucy into a wall and increased the speed of my thrusts.

"Erza!" she moaned "I can't hold on!"

"Me…to." I hissed "I can already feel that sensation again."

Lucy let out a strange barking noise and I felt her walls tighten in climax.

"OHHHH!" I moaned as cum spilled into her.

Lucy got off me and curled in to a small ball "I'm tired now…I'll just take a nap."

I walked over and saw Kyouka was lounging around, liking the last of Ultear's juices off her lips.

"You two done?" she asked me "Cause if you are I'd like a turn."

Kyouka sat and spread her legs, granting me entrance to her warmth. I got set between her and stuck my length into her.

"Oh that is big!" she gasped "Thick too."

I thrusted into Kyouka, I could feel her breasts shaking and small droplets of milk leaking out of them.

"You've gotten bigger to." Kyouka said squeezing my butt.

She was right, my waist looked like that of a Barbie Doll, I had no idea how all my organs still fit, not to mention I had breasts like beach balls.

I grinded against Kyouka, the two of us moaning as we experienced great pleasure.

"Oh damn!" Kyouka moaned "I already feel so good!"

"I'm starting to like this thing." I said slamming into her "I'm gonna fill you up with cum."

"Do it." Kyouka begged "I'm….AHHHH!"

Kyouka's talon like hands scratched at my back as orgasmed.

"UGHHH~" I groaned as my cum flowed into the bird girl.

"That was good." Kyouka said nodding off.

"Well I hope you don't plan to leave me out." Ultear said trudging over to me.

Ultear's new body was huge. She had gained large amounts of girth, her ass was like a truck, her breasts were like chairs…and the trunk and floppy ears weren't too bad.

"Of course not." I said as she laid down.

I got positioned between her large ass cheeks and spread them, so I could see her pussy.

"I don't know if that tiny dick of yours can please my wide walls."

"Oh it will." I said pushing into her.

"Ohhhh~" she moaned "Feels nice."

I slowly thrusted into her, feeling the rigidness of her walls with each movement.

"So how is it?" I asked her "Being like this."

"Well the trunk and ears will take some getting used to." She said shaking the long nose around "But the huge body is a plus."

"Yeah I think I like mine too." I said feeling my balls slap into Ultear's thick ass.

"So?" she said as our bodies rubbed against each other "What do you wanna do with that stuff?"

"You mean Kyouka's new chemical." I said "With some more tests…UGH….I think we can ship it."

I felt Ultear's ass quake as my hips smashed into it.

"Speaking of testing, how are we gonna do that?" I said.

"Well there are other people who work in the office." Ultear said "And you and Lucy can still go upstairs…Oh that's the spot….maybe give out some free injections."

"Sounds….interesting." I said "We could get in a lot of trouble…but hopefully they won't mind. Although I'll have to hid the ears somehow."

"Erza." Ultear moaned "I don't have much resistance left."

"Oh yeah…Me to."

I gave Ultear a few more strong thrusts and then felt her walls tighten.

***Baraag***

Ultear let out a trumpet like sound through her trunk as she climaxed.

"Ohh Ultear!" I moaned as my cum pumped into her.

I pulled out and took a seat on the floor.

"So then." Ultear said "Would you like me to prep some syringes?"

I panted trying to catch my breath "…Yeah."

* * *

**AN**

**Thank you for reading (If you didn't like it I warned you guys but no one sent me any suggestions for something different.) Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- Lucy gets left behind…**

* * *

_**Snakebit's Manga Review** _

_**Chapters 431 & 432** _

**Since these came out on Tuesday I'll just do them both together.**

**I liked it, it was great to see Erza in action again (She's my favorite character). I kinda wish we got to see more from Jerome but it's whatever.**

**Wendy showed up to do work, as did Juvia. I said this on reddit, her pose reminded me of a water bender from Avatar the Last Airbender.**

**Can't wait to see what Mashima has in store for next week. If I had one wish it's that Mira comes back soon, I miss her.**

**Till Next Time!**

 


	100. Personal Problem

_Italics indicate thinking_

_**This is the story's 100** _ _**th** _ _**chapter!** _

* * *

**Lucy's POV**

After everything with Tartarus died down, I just kept to myself at my house. After all the stuff that happened, I just didn't want to be around other people right now…not that a lot of other people have been coming around to try and talk to me.

I was woken up one night by loud crying. I got up and headed down the hall and found one of my daughters screaming crying.

"Aqua…"

I walked over and picked her up, trying to shush her back to sleep. I rocked her back and forth trying to get her to relax, but nothing was working.

"WAAAAHHH!"

"Aqua please." I sighed "Just…stop crying."

"WAAAAAHHHH!"

"You miss her don't you." I whispered "That's why you're crying…"

"WAAAAHHHHH!"

"Please stop." I begged "I don't know what to do."

"Here let me see."

Aqua was scooped out of my hands by Flare

"Sshhh." She whispered "It's alright….Sshhh. Good girl…Aunt Flare's here, there's no reason to cry."

And just like that, what I couldn't do in ten minutes, Flare did in just seconds.

"There we go." Flare said putting Aqua back in her crib "Goodnight."

"You're really good with kids." I smiled.

"It was no trouble." Flare said "If you ever need help just ask…I'm here for you."

"I don't know what to do for her…her mother is gone."

"But the other one is right here." Flare said placing a hand on my shoulder "You need to be strong for her."

"I'm…it's my fault." I said "That Aquarius isn't there…that Aqua will never know her own mother."

Flare pulled me into a hug "You're beating yourself up…it will be okay, like I said, I here if the two of you ever need anything. If Aqua needs another figure, I'll be there, if she needs someone to look after her, I'll do it…whatever she needs, I'll be there for her."

"Thank you…" I sighed "For being there for Aqua…"

"I know your spirit would have done the same for Rex."

"Are you sure?" I raised an eyebrow.

Flare just laughed "I have a feeling she would."

* * *

**The Next Day.**

When I woke up the next morning Mira was on my couch.

"Oh hi Mira."

"Lucy…"

Mira had a look on her face.

"What's up?"

"Sit." Mira said tapping the couch.

"Mira what's wrong?" I said looking at her "Is the baby okay?"

"I…I'm not sure." Mira said starting to shiver "Lucy….something feels….wrong…."

"Okay, It'll be okay." I said "Let's get your things together and we can go see Porlyusica."

"sure…" Mira said standing up before sitting back down and hissing "I…can't."

"Okay." I said rubbing her back.

"Lucy I'm so scared."

"Sshhh." I said hugging her "It's going to be okay…"

_I sure hope so…_

I got Flare's help and had her run out and grab the doctor. The old woman brought her tools and started doing tests on Mira.

"Hmmm."

"Is the baby okay?" Mira asked.

"Hmmm…"

"Jeez old lady give us an answer."

"Yes and no." the old woman said looking up.

"What do you mean?" Mira said concerned.

"Well in terms of health, everything is fine." Porlyusica explained "But do you care to tell me why there are two souls in your womb?"

"Wait?" Mira said "Am I having twins?"

"No…and that's the problem." The old woman said looking up at her "There are two souls in that baby's body."

"Huh?!"

"And you're body is overflowing with demon energy."

"Well that's probably from my magic." Mira said.

"No this isn't coming from you." The old woman said placing a hand on Mira's stomach "It's coming from in here."

"Well what does this mean." I asked

"One of two things." A voice said

"Ur!"

"Best case, your kid is born with too much magic, just like Ultear was, it's…treatable…but there are no grantees"

"Well what about the other case." Mira said.

Porlyusica looked Mira in the eye. I didn't like the look on her face.

"The more likely scenario…is that the baby's body won't be able to contain the demon energy…and it won't survive."

"No…" Mira said "No that can't…"

"I'm sorry."

"No!" Mira yelled "It's not fair!"

"Mira calm down." I said trying to get her to relax.

"The girl is right." Porlyusica said "Stress won't be good for a baby who'd already fighting an uphill battle."

Mira calmed down and I asked everyone else to leave us for a while.

"Lucy…"

"It will be okay Mira." I said "I just know it will. Our baby will come out, and she will be beautiful and healthy."

"Why do you think it's a girl?" Mira said.

"I just…have a feeling, and if it is a girl." I smiled "We'll name her Mirai."

Mira wiped her tears away.

"So what are you gonna do?"

"I'm gonna fight, just like Mirai is." She said wiping the last of her tears off.

"That's my girl."

"Hey Lucy?" Mira said "Umm…"

"What?"

"You think this is because I was in that tube?" Mira said "Is that the reason the baby might be sick?"

"Probably." I sighed "But it's not your fault Mira."

"Yeah…sure…"

"Look Mira I was scared to." I said "It's okay to be afraid, to be upset about what happened to you."

"I'll…be okay." Mira said getting up "I'm feeling better so I'm gonna go home."

"Okay, be safe. I love you."

"Yeah…love you too."

* * *

**That night.**

I was trying to get some sleep, I had been tossing and turning, worried about Mira and the baby. I was actually starting to dose off when I heard a noise.

I looked over to see someone crawling in my window. It was a man; I reached over to the nightstand and grabbed my keys in case I needed back up.

"Who's there?"

The man jumped forward and held me down on the bed.

"HEL-!" I tried to call for help but the man covered my lips with his own.

These lips were warm, and familiar. I looked up and saw that it was Natsu.

"Natsu…" I whispered as the kiss broke.

He didn't say anything as her stripped me, and kissed my neck.

"OH!" I gasped as I felt him enter me "Natsu~"

Natsu was in charge of this coupling. He was gentle but also aggressive. My body was pressed tightly against his. I used my hands to explore his muscular back. Natsu didn't say anything as he made love to me.

"Natsu…I can't…" I moaned.

"Ha…Hm." He just grunted "Lucy…"

"Ah…Oh!" I dug my nails into his back "NATSU!"

I felt myself get tighter and squeeze against Natsu. He let out a groan, and then I felt so warm. Natsu didn't say anything as he turned me, spooning me as I fell asleep.

* * *

**The Morning after.**

I slowly opened my eyes, I smiled remembering last night.

"Good morning Natsu." I said turning over and coming face to face with no one "Natsu?"

My bed was empty, my naked body was the only thing in it.

"He must have gone out to get something."

I turned over in bed and saw something on my nightstand. A piece of paper.

"Hmm?" I picked it up and started reading it.

It was addressed to me, and it was from Natsu, it was a letter saying he was leaving for a while, saying he needed to figure some stuff out…and that he wasn't sure when he'd be back.

I saw little tear drops hitting the paper.

"You…coward..." I cried "Was last night just some casual goodbye to you! You couldn't even say it to my face! You're just gonna leave me here?!"

"Lucy?" Yukino opened the door "Are you okay?"

I pulled the comforters over my head.

"Just…leave me alone please."

_Why…why does everyone I love leave me…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- One by One…soon Lucy is all but alone.**

* * *

**I wanted to take a moment to thank all you kind readers for helping this story reach 100 chapters. When I started this story I never thought I'd get this far, I never though it become this popular. When I began writing Futanari Lucy I had no experience with erotic content, but I guess I have a bit of a knack for it.**

**We just recently pass 500,000 reads (Half a million can you believe that). When I started I was worried the story would get judged for being about Futanari, being about fetishes but you guys have really embraced it, making Futanari Lucy on of the most popular Fairy Tail stores out there.**

**So thank you, it really has meant a lot to me that you all enjoying reading my stories.  
Hopefully we can have another 100 chapters and another 500,000 reads**

**Thank You Again and Till Next Time!**

 


	101. Alone

_Italics indicate thinking_

* * *

**Lucy's POV**

After Natsu left, things just keep getting worse. Master left, the guild broke apart, and I started to get the flu or something.

"What's wrong Lucy?" Flare asked brushing her fingers through my hair.

"I'm not feeling too great." I mumbled "My stomach feels like it's in knots and I'm sweating."

"Hmm." She said placing my head in her lap "Are you sure it's not just nerves, you know, with everything going on."

"Maybe I guess." I shrugged "I just feel…off."

I didn't get out of bed for a while, Flare and Yukino were doing various things around the house. I must have been coming down with something cause I had to get up to throw up twice.

_I can't be…can I?_

I reached over and grabbed all the things in needed, about three test.

"Best two outta three." I mumbled.

I did all the girly magic required for a pregnancy test and waited for them to beep.

***Ding***

I grabbed the three and groaned "All positive."

_I'm pregnant…there's only one person…_

I felt myself starting to cry again "…Natsu…Please come home…"

* * *

**A few days later.**

If things didn't suck to begin with, my life kept falling apart. This…baby…inside me was putting off so much heat I was constantly sweating. Everything was so happy, my life was good, I had five kids, a happy family, friends…and then it all fell apart, in the blink of an eye.

I was fine, but one by one, everyone left me. First Gray and Juvia, then Erza, and Wendy, and Angel, and…and everyone. Soon my big house that was once fall of people was quiet and nearly empty. The only people left were me, the kids, Flare, Bisca, Yukino, Ur, Knightwalker and Éclair.

I spend most of my time in my room, or playing with the kids, I don't go out much. It's weird; Cana left Cornelia here, and Happy did the same with Nona, even Natsu, left me with this baby…but for some reason I'm not all that angry with them. I'm a little peeved but I expected to be more upset.

Even Mira, she vanished off somewhere with Lisanna. Her, I'm a little angry with. The baby is sick, and now I'll only worry. Is she okay, is the baby okay? I'm just worried.

I go through the motions every day, wake up, make breakfast, play with the kids, make lunch, play some more, make dinner, read, go to bed. Sometimes I mix in a little magic training.

I think the kids like me spending more time with them. Asuka defiantly does, the babies are always smiling. They all seem happier except Simon; he's still giving me the cold shoulder.

All in all, life isn't terrible, but I could be better. I miss everyone but I know they come back soon, they just have to.

I want to find them, but as I am now, I can't.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**This chapter was intentionally short, I just wanted to give a quick overview of Lucy being lonely. I tried my best to invoke the feeling of Lucy being alone and sad.**

**Next Time- Lucy keeps up her year of waiting, adding one more to her growing family.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 433- Ikusatsugani** _

_**Chapter 434-** _

**Well that was a thing…A War God (So does that mean it's not a demon it's a God?)**

**Okay…that Laki splash…**

**Big explosions, excitement, things!**

**Not much to say on these chapters, just them wrapping up Avatar. I wonder about Arlock though, why make him scarred if he's just a nobody? I feel like there's more to him, also where the heck did D6 and Abel go?**

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**Thanks a bunch for all the kind words you guys left on the last chapter. Also I updated the Heartfilia Family (The Story that takes place about twenty years later in this timeline) with a special Mother's Day Chapter, so please give that a read it you have time.**

**But wait there's more.**

**I'm also starting a small 4 part Haganai (Boku Wa Tadomachi Ga Sukani) story, Yozura's Big Change, so go check it out. (It will take the place of Lucy's Thursday updates for a few weeks.)**

**Till Next Time!**

 


	102. Nashi

_talics indicate thinking_

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**Lucy's POV**

"Happy Birthday!"

"Ga!" Aqua and Rex just giggled.

"I can't believe they're already a year old." I sighed "Time sure flies."

"I guess." Flare said cutting a little cake she had made "Do you want some."

"Of course." I said "Oh and do you have any nachos to."

"what?" Yukino gave me a funny look.

"Must be cravings." Ur nodded "You being the only one here not pregnant it doesn't surprise me you don't understand."

"I have never been pregnant." Éclair spoke up "But I have been around long enough to know that is a common symptom of pregnancy."

"It's not my fault." I pouted "It just happens."

"It's no big, you'll be shooting that little firecracker out of you in no time." Ur said.

"Don't say it like that." I said "You make it sound so violent."

"Just think." Bisca smirked "Now you'll understand the pain you put us through."

"Oh yes." Flare said.

"It will be most vengeful." Knightwalker added.

"You guys are so mean." I mumbled eating my cake.

"Hey Mama." Asuka said from her seat.

"What is it?" I asked her.

"Where do babies come from?"

The room got quiet.

"Umm…."

"Well you see…" Bisca scratched her head.

"We'll tell you when you're older."

Asuka just shrugged and went back to her cake "Okay."

I heard Simon scoff.

"Simon?" Knightwalker raised an eyebrow.

"I refuse to believe she is older than me." He mumbled.

"Goo!" Aqua giggled smashing her hands against her high chair.

"Don't make a mess Aqua." I said wiping her face.

_I wish…you were here for her birthday…_

"The cake was good, excellent job Flare." I smiled.

"Thank you."

Ever since everyone left, Flare had really adapted to being a pseudo-housewife, she'd cook and clean and take care of the kids. I never even asked she did it because she wanted to, saying she enjoyed it. When we first met I never took Flare for the motherly type, but now I can't imagine her any different.

"I think it's time for a bath." Flare said piking up Aqua and Rex "come on you two."

After a few more hours I headed off to bed. It was empty and lonely. I sat up with my thoughts.

_I wonder what everyone is doing, are they safe…I wonder if Erza is training, are Coco and Mary doing well, I wonder where Michelle is…I bet Cana's still drinking, Ever is probably hanging with the Thunder Legion, if I had to guess Wendy and Carla are with Chelia and Sherry, and I bet Lisanna is still looking for a pleasure high._

_That reminds me of Mira…I wonder if she had the baby yet…is everything okay, are her and the baby healthy…_

"Oh!" I gasped when I felt a pressure in my stomach.

I rubbed my engorged belly "No kicking."

_The baby's getting fussy, it won't be too much longer now…I wish your father was here…_

At first I wasn't upset with everyone for leaving and going to do their own thing, but as time has passed…I sound mean because they're my friends…but I'm angry with them. The ones who had the courtosey to at least say goodbye…I'm fine with. But the ones who ran off, like Natsu and Mira…make my blood boil.

"God I sound so selfish." I said "I'm sure they had they're reasons…but…what about me…ha…stupid hormones making me feel all kinds of emotions."

I closed my eyes and slowly drifted off to sleep.

* * *

**A few weeks later.**

"Hmm." I hummed to myself as I sat on the couch and read a book.

It was a little hard to see it with my large mammories in the way, they had ballooned in size due to my pregnancy, but they felt as if they had grown larger naturally as well. They were all sore, and milky.

"Hmm…Hmm…HAAAA!" I gasped as I felt a pain shoot through me "OHHAAAAA!"

"Lucy?" Flare peeked her head out "Is everything okay?"

"NooOOOO!" I yelled gripping the couch "It's coming!"

"Oh…OHH!" Flare yelled "Okay just stay calm, YUKINO!"

"What is it?" she said rushing down the stairs.

"GAHHH!" I yelled.

"Ophiuchus, got it." Yukino said.

_This is…unbearable…._

Flare and Yukino helped me move while Yukino ran around helping her spirit get ready. I was laid on a bed and Ophiuchus smiled at me.

"You are looking well…how far apart are you?"

"I don't know." I groaned "AAAAHHH! Two minutes or so."

"It appears the little one is coming fast." Ophiuchus said "Miss Yukino we must speed up our preparations."

"Alright."

These contractions were the most painful thing I had ever felt, and I once nearly had my head squished my Grimoire Heart.

"Hee…hoooo…" I breathed.

"How are you feeling?" the nurse spirit asked.

I glared at her "Get this thing out of me!"

"Not good…got it."

_Never again…I'm never getting pregnant again._

"OHHAAAAAAAA!" I yelled as I was hit with another contraction.

"You're gonna be fine." Ur said cooling my head with an ice pack "Calm down…deep breath.

"AHHH!" I yelled "I'm gonna kill Natsu! HAAAAAAAA!"

"Okay." Ur said "so much for that."

"Get ready." Ophiuchus said placing her head between my legs "Next time I want you to start pushing okay."

"Just…get it over with!"

A few more seconds passed and then I felt it.

"HAAAAA!"

"Push!"

"GAHHH!"

I squeezed until Ophiuchus told me to stop. Flare and Ur were complaining about how hard I was squeezing them.

"Ready and…again!"

"AHHHHHHAAA!"

"You're almost there." The snake said "Next one will be a big one so get ready."

"You can do it Lucy." Flare said "It's almost over."

"Oh God!" I gasped "It…AHHHHHHHHHHH!"

I pushed as hard as I could. Then I felt a weight leave me.

"WAHHHH WAHHH!"

"You did it." Flare smiled.

Ophiuchus took the baby and cleaned it off and wrapped it up.

"Congratulations, it's a girl." She smiled.

Exhausted I pushed my sweaty hair out of the way. I looked at my daughter, the little wisps of hair she had were tinted a light pink. She had his eyes to.

"So?" Yukino smiled "What are you going to call her."

"Nashi." I smiled "her name…is Nashi Dragneel."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Let's do some Time skip Check-ins.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 435- Shout of Victory** _

_**Chapter 436-** _

**First chapter was good, made me smile. I kinda had a feeling Gajeel would pull something like that. The interaction between Gray and Frosch was cool. I don't think Frosch is outta the water yet but we'll have to wait and see. Also based on the color page, green is not a god color on Juvia**

**Second Chapter**

**Okay…lots of story building. I can't say much other than gears are moving and things are sliding into place for what will be the inevitable final showdown.**

**Next weeks chapter is called Magnolia, so hopefully we're heading back home, maybe Mira or someone will be there.**

**Also did you guys see the announcement of a second Movie and the OVA!**

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**Just wanted to let you guys know that Lucy's update schedule has changed from Mon + Thrus to just Monday's. The Haganai story will be taking its place.**

**The Heartfilia family is also moving to just Tuesday.**

**Till Next Time!**

 


	103. SS23- Nastu, Happy, and Mira's Year

_Italics indicate thinking_

**Natsu's POV**

* * *

**6 Months after leaving Magnolia.**

Happy and I have been traveling around, doing our own thing. No Erza or Lucy to yell at us, no Gray and Gajeel to fight with us. Happy's doing alright, he sometimes remarks about how he misses Nona. Life was good, but…it felt like something was missing…

"Something wrong Natsu?" Happy asked nibbling on a fish.

"Nah I'm fine, There a lake near here I'm gonna go take a bath."

"Good you smell." Happy mumbled.

"Heard that!"

I headed through the woods and found the lake. I took off my clothes and waded into the water. It was cool and refreshing and it felt nice to feel all the dirty and grim wash off my body. I looked at myself, I was all beat up and scarred from the training I'd been doing.

"Hmm?"

I heard a purring noise coming from behind a nearby tree.

_Mountain Lion or something?_

I walked out of the water and looked behind the tree.

"Ha…ha…"

Happy was there, in her human form, touching herself.

_She looks…really cute._

"Natsu…" she panted "sorry…I just wanted to stretch my human form, it's been so long, I guess I must be in heat…I just can't…and you looked…HA! I'm so hot!"

Happy was all flushed and her chest was heaving up and down, she was clearly a bundle of stress. Happy suddenly sprung up and hugged my waist, rubbing her face and licking her scratchy tongue over my abs.

"Natsu~" she whimpered "Please help."

I sighed "Fine."

"Thank you, Thank you!" Happy yelled, still rubbing between her legs.

Happy adjusted herself and grabbed my penis and started licking it with her tongue.

"Ahh." I sighed.

Happy slowly took my length into her mouth, sucking and bobbing her head. She lifted up het big boobs and squeezed them around me.

"That feels good." I mumbled.

"MHPM!" Happy moaned taking more of me into her mouth.

Her breasts she shaking and her pussy was dripping, she looked to sexy with her ears and tail twitching and flailing around.

Occasionally Happy would let out a purr that made my insides shiver in extended pleasure.

"Happy…" I groaned "You're really good."

Happy looked up at me with her big doe eyes and I nearly melted right there. The only person to ever come close to giving me a blowjob this good was Lucy, and sometimes Gracie.

"Happy…I can't." I hissed "I'm gonna…HAAA!"

I ejaculated in Happy's mouth, filling it with sticky goo. The catgirl hungrily swallowed the load, licking her lips to get a full taste.

"NYA!" Happy pushed my down and straddled my waist.

"NATSU!" she yelled as she stuck my dick inside of her.

Happy started rolling her hips while she bounced up and down. I could hear her breasts flopping up and down as she hopped against my waist. I moved my arms up and held Happy's waist as she grated her body.

"Oh Natsu…it feels so good!" She moaned "So big…so thick!"

"You're not bad…yourself." I hissed.

I pushed Happy over so I was on top and started driving into her. She was squirming and moaning, begging for more. I leaned in, feeling Happy's large chest press against my hard pectorals. I softly kissed her, feeling Happy moan into my mouth.

"Natsu." She whispered "I'm…so close."

"Me to." I grunted thrusting into her.

"Don't…do it inside." She said "I want it on my breasts."

We rolled over and I pulled out of the catgirl.

"Here it…GAHHH!"

I exploded all over Happy's chest, covering it in a thin veneer of milky white fluid.

"Thanks." Happy panted "I'm gonna wash up."

I focused and shifted into my female form and followed Happy into the water.

"Why don't we wash each other." I whispered, pressing my tits against her back, and sneaking my hand around front.

* * *

**Mira's POV**

"GAH!" I yelled out when I felt a pain in my stomach.

_No…not yet…_

"Please…just wait a little longer." I spoke to my stomach "Just stay in till I get to the doctor."

I suppose this is what I deserve, if I hadn't run away from Lucy, someone would be around right now. I just, couldn't stay there, the baby is sick and it's my fault, if I had been stronger Erza and I never would have gotten kidnapped. It's my fault.

I opened the door to the local clinic and a nurse came over to help me.

"What seems to be the problem Ma'am."

I glared at her "What the fuck do you think is the problem! I'm having a BABY!"

"Please don't yell."

I glared at her even more fiercely "Get me in a room so I can push this thing out of me!"

"Of course, please wait a few minutes." She said shivering.

"Ha." I sighed "Just hurry."

A few minutes later the still terrified nurse came back and ushered me into a room. A doctor came and we started to deliver my baby. I was put on a decent amount of pain killers so I really don't remember much, just a little pain, pushing and some screaming.

"Here you go." The doctor said handing me a bundle "It's a girl."

I looked down at the little baby in my arms.

"Is everything okay with her?" I asked the nurse.

"She seems fine, her magic levels are a little high but nothing to worrisome. The doctor has prescribed some inhibitors you can give her to keep it in check for the first few years of her life."

"I see…thank you."

"I need to fill out paperwork." The nurse said "Government documents and such, even with the council in pieces we still have to report…shame what happened to them."

"Yeah…real shame." I mumbled.

"I'll need the baby's name." the nurse said.

_What was it Lucy wanted to call her…Ah right._

"Her name….Mirai."

"And surname?"

"Heartfilia-Straus."

"I see." The nurse said "I'll leave you two for a bit, then I'll be back to take the little one to the maternity ward."

"Okay." I nodded.

The nurse left and I looked down at my daughter. She seemed healthy, she seemed fine, but I could tell when she looked up at me with those cute little eyes. There was something behind them, a darkness…a immense wealth of terrifying magic.

"My poor baby." I said holding her close "I don't know what to do…"

The magic coming off Mirai, felt like more than any normal baby should have, and it felt like there was twice as much. I checked outside to see if the cost was clear, picked up Mirai, and made a brake for the outskirts of town. It was too dangerous to let her out of my sight, we needed to lay low, until I could decide how to act on what I now knew.

_I can feel it inside her, a demon…._

_Sayla…._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Timeskip check two- Wendy and Juvia's time off.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 437- Magnolia** _

**Strange Chapter this week, didn't expect everyone to come flooding back at once, still it was great to see Mira and the others. I know just who I can write this into the story!**

**I think it was kinda a flub for Mashima to bring everyone back at once, he teased a rebuilding of the guild, I just don't think anyone expected it to happen so quickly. Maybe he missed the minor characters like us to.**

**Notable people missing, Laxus, his gang and Doranbolt. I say this means that Doranbolt is probably the one who took Makarov's council seat, and Laxus if off doing something.**

**I think Laxus will be next Guild master, and next chapter will set up him being master and the team needing to go find them.**

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**Till Next Time!**

 


	104. SS24- Wendy and Juvia's Year

_talics indicate thinking_

* * *

**Wendy's POV**

**A Few weeks after moving to Lamia Scale…**

I headed home and unlocked the door to the apartment I shared with Chelia and Carla.

"Hey I'm back!" I called out shifting into my adult form.

Whenever I'm home I go adult but if I'm at the guild I stay tiny, Chelia does the same. Carla on the other hand has claimed transformation magic as her own and uses that to go human whenever she wants.

Being in Lamia Scale is great…but it's not Fairy Tail. I wonder if I did the right thing, I miss Lucy and the others, but I don't know if they're still at her house, maybe I should just go visit her…but she'd probably be upset that I left…I'm not a very good friend…

"Where are you guys?!" I called out taking off my shirt because it was tight against my large breasts.

"We're in here!" Chelia called out "The bedroom."

I went into to the hall and opened the door and smirked at the sight.

"Seems you two have been busy." I smiled.

Chelia and Carla both giggled "Yeah."

The bed was all disheveled, the sheets were everywhere and all wrinkled, and my two friends were naked, and had a clear moistness between their legs.

"So." Chelia said sitting up, her breasts wobbling in the process "We were gonna go again, care to join us?"

I smirked and quickly pulled my skirt off "Let's get started!"

I crawled over the bed, standing above Chelia, softly kissing her.

"Don't forget about me." Carla said kissing my neck.

"Ohh…" I moaned "Carla…"

"Wendy.' Chelia pulled my chest and popped one of my breasts into my mouth.

My two friends sucked and kissed me all over, making me moan. Occasionally I would sneak in a kiss or nibble on their breasts.

"I think it's time for the toys." I smiled.

We dug around the draw and pulled out some fun sex toys.

"Ready Wendy?" Carla whispered.

"Haaaaa!" I moaned when she stuck the strap on inside me.

"Don't leave me out." Chelia squirmed.

"No worries. I said licking the vibrator and then flicking the switch "Here it comes."

I teased Chelia's clit with the buzzing toys.

"Mmmmm." Chelia licked and sucked on a dildo as I played with her and Carla rammed into me.

"How's this feel." I said pushing the vibrator into my best friend.

"Ohhhh!" Chelia screamed "So good!"

"Wendy!" Carla moaned "It's pushing back on me!"

Still thrusting my toy in and out of Chelia I looked back is see Carla thrusting into me with a strap on, her sizable breasts shaking and flopping.

"Fuck me harder Carla!" I screamed "I know you feel it to!"

The three of us grinded against each other, using toys to please each other, I attacked Chelia's pussy with a vibrator while Chelia sucked on a Dildo and Carla plowed me with a strap on.

"I can't keep going Wendy!" Carla said "I'm too…close…"

"Me too." Chelia said rubbing her clit and squeezing her breasts as my vibrator shook her walls.

"Yeah…Just a little more Carla…and I'm close too."

We probed the toys deeper into each other.

"I'M…I'M…I'M CUMMINGGGGGG!" we all yelled as juices sprayed out and covered the bed.

"That was incredible." I said flopping back on the bed, my tits shaking around.

"Yeah…it was great." Carla said snuggling close.

"I love living with you guys." Chelia said.

I pulled the two close as we napped to get our energy back "I love you guys."

"Yeah, same." The both smiled.

Carla fell asleep fairy quickly but Chelia and I stayed up.

"Hey, after this nap you wanna go out on the town?"

"Sounds like fun…we gonna bring some boys back?"

"Toys are great, but a real dick is way better." I smirked

* * *

**Juvia's POV**

Juvia was laying up in bed on night, staring at the ceiling. Juvia had been living with Gray-Sama. Even though Juvia I loyal to Lucy-Sama…after what she did to Gray-Sama's father…she owed him a debt of servitude and had to go with him, I hope Lucy understood. But then, a short time ago, Gray-Sama disappeared and Juvia is alone again, just like when she was a child, a lonely rain woman…

The reason I was sitting up in bed was because it had been a long time since Juvia had done anything sexual. Juvia wishes Lucy-Sama was around, that way Juvia could please her like a good girl.

"Juvia needs…something." I said squirming around "She can't take this anymore."

Juvia put a hand down her shorts and started to tease herself.

"It's not…the same." I pouted as I rubbed my clitoris.

I felt pleasure, but it was nothing compared to time with Lucy-Sama. Juvia wanted someone to bend her over and violate her, spank her big butt and make her breasts shake. She want's to be Lucy-Sama's plaything again.

"Someone…Juvia is so lonely…"

Juvia hugged her life size doll of Lucy-Sama close and cried herself to sleep...

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you'd like to see in the future.**

**Next Time- Animal Office part 2**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 438- 8** _ _**th** _ _**Master** _

**Wasn't actually expecting them to choose Erza but I'm happy with it. I hope this doesn't weaken her role as a character though…I don't think it will because that's not Mashima's style. Still it was nice to see everyone messing around and having fun. Nice to see Mest...or DOranbolt...or whatever his real name is again, curious so see how he'll play into the story form here on.  
**

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**Till Next Time!**

 


	105. Office Farm 2

_Italics indicate thinking_

_**This is the second part of the Office AU** _

* * *

**Erza's POV**

After Lucy and I bundled up in coats and hats to hide our tails and ears, we headed up to the main office to get started on the tests. We had discovered a few more things down stairs, multiple injections don't change you anymore, it only takes one. Apparently having this stuff in us makes us stronger to, Ultear said our tests looked higher than average.

I had gotten adjusted to my body fairy quickly, I already had fairly large breasts so going up a few cup sizes was no big, the addition to my pants was another story. My new penis felt so strange rubbing against my leg. Lucy and Kyouka had gotten used to their bodies as well. Ultear struggled due to her new girth but before long she was able to walk, she bumped into things but she was able to manage.

"Are you sure about this Erza?" Lucy asked me.

"It's what needs to be done." I told her "Besides if Ultear is right and this better than just a being normal they might thanks us."

"Okay…" Lucy said "Who should we do first?"

"How about…Millianna."

"That girl from IT?"

"Yeah her." I said.

Lucy and I walked down the halls till we got to the IT department. Our IT was run by one girl, Millianna. She was a pretty normal girl, twenty something, kinda cute, I had heard rumors that she takes time off each year to go to some furry convention…whatever if that's you thing.

_Not that I'm no to talk, being half Lion and all._

Lucy and I went in and found Millianna clacking away on a keyboard.

"Oh afternoon Ma'am." Millianna said "Do you need something….what's with the coat?"

"Millianna I've received a few complaints about you." I said bluffing, Millianna was a great employee, she never caused a problem.

"What? I didn't do anything."

"Someone said they saw you looking at…sexually explicit material on your work computer." I said.

"I would never!" she yelled "That's not true."

"They say you were looking at…drawn animals of some kind…"

"If this is about that convention rumor…the things I buy there stay at home and they're my own business."

"You really are a furry?" Lucy said.

"I prefer the term Animal Admirer." She said "This is a conversation I don't think is very appropriate for work."

"Fair enough." I said taking off my hat "I have something you might like to see."

I exposed my animalistic body to Millianna, and she was stunned.

"Ears…and a tail…but how?" she said "I didn't know you guys were into this stuff to."

"We're not." Lucy said.

"These are our real bodies." I explained "There was an accident in the lad and discovered a serum that alters bodies."

"Wow." She said touching my ears and making me purr.

"Would you like to try it?" I asked pointing to the case full of doses.

"It'll be a dream come true!" she said "Of course I'll do it."

I started prepping a needle "We won't know what you'll become until the transformation starts, you're positive this is what you want…the changes might not be what you expect, Ultear got something very odd. Plus this is permeate."

"You two aren't the only ones." Millianna said "But I don't care I want to try it."

I finished the prep and took Millianna's arm

"This might feel strange." I told her.

"I'm ready."

I pushed the syringe into her and Millianna groaned as the fluid entered her body.

"Ohh!" she groaned "I feel so hot!"

Millianna fell to the floor and moaned as her body changed. First her breasts grew larger and her curves became more obvious.

"UGH!" she hissed as little spotted ears appeared on the top of her head and a long white and black tail tore through her pants

"OHHH~" Millianna groaned grapping her waist "What's happening?!"

A cracking noise filled the air as Millianna's legs twisted and her waist became longer.

"AHHH!"

Millianna's body grew longer as her legs moved back but her waist remained in its place.

"HAAAAA!"

Millianna's pants ripped apart as another set of legs formed. The girls lower body was covered in a greyish fur with black spot. Her feet became paws and Millianna let out a purr.

Seemingly stopping Millianna struggled to stand up.

"What is she?" Lucy asked.

"I think she's a Snow Leopard." I said "The extra legs are interesting."

"Meow." Millianna said walking around "This is so cool."

"It is something." I said petting her body.

"Nya." She snuggled into my mane "Thank you."

"You want to thank me…" I smirked "I know just how you can thank me."

I pulled my pants off and exposed myself to Millianna.

"Wow you got that thing" Millianna said "I am curious to see how this body can take it."

I got behind Millianna and she braced her four legs down. With her hind legs separated I could see her dripping folds. I got ready and stuck myself into her tight hole.

"Purrrr." Millianna growled "That's good."

I started thrusting my hips and slamming into the quadruped's warmth. She was tight and wet but I was a little awkward trying to get comfortable with Millianna looking the way she did. The girl seemed to enjoy the way she looked, purring and meowing as I fucked her.

"Meow! Harder!"

I slid out of Millianna and repositioned her so I was underneath. Nearby I saw Lucy squirming around and trying not to touch herself. With Millianna on top of me she slowly lowered herself onto my erection. Due to the size of Millianna's torso I couldn't see her face as se lifted her body up and down to stimulate my cock.

"Ohh." She moaned "It's so good…I can't keep this up."

"Then cum." I said "let me cum in that sweet pussy."

Millianna started meowing and purring more aggressively as we both drew close to climax.

"Ah…ha…ah…OHHH!" I roared out as I released inside Millianna.

"MEOW!" Millianna purred as she climaxed.

Millianna got up and laid down.

"I think I could get used to this." The leopard girl said.

"Well Lucy and I have other people to go see, if you catch my drift." I said getting my clothes back on.

"You'll have to stay here for a while." Lucy told her "It'd freak people out if they saw you like that."

"Not a problem." The girl said "I'll wait for you guys here."

Lucy and I headed out to the offices.

"So who next?" Lucy asked me carrying the briefcase full of serum.

"Um I'm not sure who." I said.

"Ouf."

I felt someone bump into me, when I looked down I saw a small green haired girl there.

"Sorry." She said standing up.

"Asuka stop running off."

I recognized the woman, Bisca, one of our office workers.

"Sorry about that Ma'am." She said apologizing for her daughter.

_Hmm…I wonder._

"I'm afraid this is a big issue." I told her "Children this young shouldn't just be running around."

"It won't happen again." Bisca said "Please just don't fire me, I need this."

"Oh no I won't fire you." I said "But if you want to keep your job I will need something from you and your daughter."

"What is it?" she asked.

"Why don't you both follow me to my office?"

The woman did as I instructed, her daughter following us.

"Erza you can't possibly?" Lucy said.

"Trust me." I cut her off "I have a good feeling about this."

I unlocked the door to my office and had the two sit down while I opened the case.

"What exactly do I have to do?" Bisca asked me.

"we recently discovered a new chemical." I explained "you and your daughter will take one injection each as a test."

"It will turn you into an animal human hybrid." I finished the first and went on to the second needle.

"Do I really-/?"

"You said you needed the job right, besides think of all the opportunities for your daughter, I'm sure the board will be willing to pay tuition to any private school she wants to go to."

"I…I see." Bisca said "Very well, Asuka your gonna get a shot okay."

"I don't like shots."

"Trust me." I smiled "You'll love this one."

Bisca and Asuka both stuck their arms out, and I gave them each a dose of the pink liquid.

"UGH!" Bisca hissed.

"HA!" Asuka let out a childish yelp.

They both started to change, Asuka grew before our eyes, going from small girl to tall woman, her breasts formed and became large and had she gained wide birthing hips. Near the growing girl her mother was becoming more womanly and gaining a sizable amount of size on her butt.

The two looked almost like twins, except Bisca had a large rump and Asuka had a large chest.

"I feel so big." Asuka moaned.

"AH!" Bisca yelled as her butt tore through her pants.

Asuka had long since outgrown her clothes, which were now just a pile of fabric next to her.

"I still feel something." Bisca groaned "UGH!"

"MMMMM!" Asuka groaned with her.

The legs of both woman made cracking noises as they became longer, long hair formed a tail as the base of their spins.

"HA!"

Their legs started turning brownish and their feet became round and hard, in a few short moments everything below the waist had become a pair of horse legs.

"I'm…AHHH!" Asuka moaned grabbing near her crotch.

"Something…is coming!" Bisca yelled.

"HAAAA!"

Both the mother and daughter let out load moans as large penises erupted from their crotches. Theirs were different than mine, mine looked normal, these two had sheaths and large horse cocks, Bisca was longer than Asuka but both were at least a foot long.

"Ugh..." Bisca grabbed her head "I fell so different. Asuka!"

"I feel so different Mom…I kinda like it."

The woman looked at her newly grown daughter.

_So it can make people older to…_

"I feel a strange sensation." Bisca said.

"Me to." Asuka responded "I can't…"

"NAYYYYYY!" both the green haired girls let out a horse call.

"This is so strange." Bisca said walking around, her hooves clopping with each step.

"What is this thing?" Asuka said poking her cock and making it come out of its sheath.

They both had long brown and pink horse cocks complete with leathery ball sacks.

"Feels good when I touch it." The girl said.

I licked my lips.

"Lucy come here."

My assistant walked over and the two of us bent over the desk, dropping our pants.

"How does this make you feel?" I asked.

Both the cocks became erect and came out to full attention.

"I feel like a stallion." Bisca said.

"I want…it." Asuka said.

"Then come get it."

The two came over and wasted no time sticking their long cocks into us. It was huge, I through Asuka's dick might tear me in half. Next to me Lucy was panting like a puppy while Bisca slammed into her.

"So…good." Asuka moaned thrusting into me "My chest, is so bouncy."

I let out quiet purrs as the freshly minted woman slammed her equine cock into me.

"Ugh this is nice!" Bisca said "Feels…so good."

"Harder!" Lucy begged "fuck me harder!"

The two horse woman kept banging Lucy and me. Before long I couldn't handle the stress.

"I…I'm cumming!" I screamed out as my walls tightened around Asuka's thick cock.

"I feel…something…" Asuka moaned "NAYYYYY!"

I felt my walls get filled with massive amounts of cum, even when the girl pulled out she was still spraying white goo all over my back.

Next to me I heard Bisca neigh as well once she started cumming inside Lucy. Now covered in cum I relaxed next to Lucy while the two horse woman came down off their high.

"Seems like this works pretty well." Lucy said.

"Yeah it does…I wonder what Ultear is up to?"

* * *

**Ultear's POV**

Being part Elephant is difficult. I had to sow together a few lab coats just to cover my body in something. I couldn't sit on any chairs because if I did they'd just break under my weight. The transformation had caused me to gain a lot of weight. My breasts were now gigantic, my ass was like an SUV and I even had a little cubby tummy that wobbled when I walked. Speaking of walking my thighs were so big I had to waddle everywhere. Having all this extra weight wasn't too bad, it felt kinda nice to jiggle when I walked.

And don't even get me started on the trunk and the ears like dinner plates. My skin had also taken on a greyish tint to signify my pachyderm DNA.

In addition to all these changes, my daughter called to let me know she was home from high school. Meredy, my daughter whose father left before she was born, had even pointed out how nasally I sounded, all thanks to my new trunk, and wanted to know if I was sick.

Knowing she'd discover what I had become eventually I asked her to come down to the lab so I could show her something. Kyouka was off doing more research on the composition of the serum we were developing.

I heard the buzzer go off and the locks on the door disengage.

"Mom?" Meredy called "You still here."

"One second." I called out.

I trudged out to the lab and looked at Meredy.

"Hi honey."

"M…Mom? Is that…you?" she said trembling "What…what happened to you."

"I think you should sit down." I said trudging over.

I explained to my daughter the lab accident and the events that followed and how I had become half elephant.

"It is real." She said touching my trunk "Wow…"

"Yeah, I put on some weight to." I said patting my stomach.

"What's it like?" she asked.

"What being a hybrid or being so big?"

"Both…"

"The weight took some getting used to but I don't mind it too much, and the animal stuff, well I can't go outside till this becomes more common but we can still see each other."

"Umm Mom." Meredy whispered.

"Yes?"

"Do you…do you think I can take some of that stuff?" she spit out.

"You want…to become a hybrid?" I asked.

"You look happy like that, and I think I might like it too."

"Meredy you do know this is irreversible." I said.

"I understand." She said "But…I think I want this."

"…okay." I said "Let me prep a vial."

I got some of the serum ready and brought the needle over to my daughter.

"You're positive, there's no going back once I stick you."

"Do it." She said.

I broke skin and pushed the pluger, forcing the pink liquid into Meredy's veins.

"Haa…" she sighed as the chemical coursed through her "I feel it!"

Meredy sat down as her body expanded. Her breasts ballooned bigger and bigger ans her butt packed on the pounds. Soon her growing chest was overwhelming the table she was sitting at and her ass was swallowing the chair she was sitting on.

"AHHH!"

***CRACK!***

The table and chair gave way under the Meredy's increasing weight. Meredy's thighs the girth they would need to support her new frame. Meredy's ears became rounder, longer and gaind fur and black tips.

Still watching my daughter change she had a look on her face.

"What's wrong?" I asked.

"I feel…something…" she said "In my throat. I think I'm gonna….MOOOOOOOO!"

Meredy's stomach bulged and pulsed as it grew larger, gradually turning pink and gaining a rounded shape.

"Is that?!" Meredy yelled in shock.

"An udder." I said surprised.

A small cow's tail formed at the base of Meredy's back, completing the change.

"I feel a strange urge." Meredy said standing up.

"Just let it out." I said stomping over.

"…MOOOOOOOOO!" Meredy let out a loud bovine call "That's better."

"Don't worry." I said "Sometimes I get an urge to honk out my trunk."

I looked at my daughter and I. we were both huge, each of us with massive chests, thick thighs, round rumps and fat stomachs.

"This will take some getting used to." Meredy said poking her udder "My body's so big now."

"Well…do you like it?" I asked.

My daughter smiled "Yeah."

I hugged my daughter, our fat bodies smashing against each other. I felt her large udder pressing against my stomach.

"I want to check something." I said grabbing on of the udder's nipples.

I gave it a tug and milk shot out.

"MOOOOO!" Meredy groaned "That felt…good…do it again."

I gave her another tug and she shot out more milk.

"Oh wow." She moaned "So good."

Meredy leaned against a table and I grabbed a bucket. I placed it under her and started tugging her udder.

"Mom…keep….MOOOO! going!"

The bucket was quickly filling with my daughter milk, and she was moaning and mooing at each tug.

"I think…I'm…Gonna…OHHHHH!" Meredy's moaned as her warmth leaked juices "MOOOOOO!"

_Getting milked gave her an orgasm…wow._

"So Mooredy?" I asked "how'd you like that?"

"Don't call me that." She pouted "And it was nice. What about you?"

I honked out my trunk "It's not too bad."

I heard the alarm buzz and the door unlocked.

"Oh crap!" I yelled.

"What is it?" Meredy asked me.

"Aries is supposed to come in late today, she'll see us!"

Aries is my other assistant, a shy girl, I forgot she called to say she was coming in late. With a name like Aries I think her parents were hippies or something.

"Good afternoon every…one…" Aries said stopping what she saw us.

"Aries I need you to stay calm." I said "It's me, Ultear."

"It's a mutant…" Aries said "AHHHHHH!"

"Could you please not yell." Kyouka said walking up behind her.

***Stick***

Kyouka stabbed Aries with a needle and injected the serum into the girl.

"Haaaaa." Aries moaned falling to the floor "What…is this?!"

The girl's body grew, gaining feminine curves and features. A fluffy wool grew around her neck and forearms as two golden horns erupted from the sides of her head. Out of all the changes I had seen Aries had gotten off pretty well.

"What…what did you do to me?!" she yelled.

"I gave you a gift." Kyouka said "Welcome to the next step in evolution. I see Meredy took some as well."

"Sure did." The girl smiled.

I waddled over to Aries "This serum gives you animal DNA, and it makes your senses so much stronger."

I flopped my trunk on Aries head "Let me show you."

I leaned forward more, snaking my trunk between Aries cleavage.

"Ha…that feels…so weird."

I heard a smacking noise and saw Kyouka was rubbing her talons over Meredy's ass.

"Come on you heifer, show me what you can do." Kyouka said climbing up to kiss Meredy.

I kept on playing with Aries, smothering her with my giant breasts. Using some of my new girth and wrapped my trunk around her breasts and gave them a squeeze.

"Ahh!"

"You smell sweet." I said kissing the girl's neck.

I behind me I saw Kyouka squeezing Meredy's udder and shooting milk into her mouth. I moved down and pulled Aries on top of me so she was sitting on my large chest. I had her lean forward and I moved my trunk around so I could lick Aries' folds.

"Ohh!" she moaned "So…good."

I kept licking at Aries, behind me I could see Meredy was being eaten out by Kyouka.

"Oh…Oh…" Meredy moaned "That's so good…"

Kyouka and I kept licking at our playthings. Both of them were moaning as their juices filled out mouths.

"Are you going to cum?" I asked Aries "Please cum more me."

"I'm…I'm…AHHHH!"

Suddenly my face was covered in her juices.

"Oh…Kyouka…I'm…MOOOOOO!"

Behind me I saw Meredy cum all over Kyouka's face.

I relaxed along side my four fellow hybrids.

"I wonder how Erza's tests went?"

* * *

**Erza's POV**

**A few weeks later.**

"This is the product that will revolutionize the world." I said showing the board myself and a few of the others "Testing is finished and with your vote we can ship to the public."

The board was pretty stunned to have seen what had happened to various members of the office, myself a lion, Kyouka a bird, Lucy a wolf, Ultear and Elephant, her daughter Meredy a cow, Millianna a snow leopard, Aries a sheep and Bisca and Asuka were horses.

"All in favor?" I asked.

Every hand in the room shot up.

"We'll get started right away."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time.**

**Next Chapter- The Return/ Father and Daughter.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 439-Arbols Empire** _

_**Cool world building** _

_**But I got one big issue** _

_**I felt like lumen historie was a guild master thing. And it was inevitable that the regular members found out eventually but having everyone just there ruined Erza's big moment and felt unnecessary, the flash back could still have been told, but just to her and not everyone Maybe I'm bias cause she's my favorite character but I felt really pissed that her moment to learn something was ruined** _

_**I'm not so much upset as letting out a big sigh of disappointment** _

* * *

**Till Next Time!**

 


	106. The Return

_Italics indicate thinking_

**Lucy's POV**

* * *

I stared out at the battle field, I was totally zoned out...

Once I had Nashi I came to a terrible realization…we were running out of money. I pulled a few strings, called in a favor or two and managed to score a job with Sorcerer Weekly as an assistant writer. It was hard at first, working and being away from my kids…I missed spending time with them.

Since I'm in Crocus, I temporarily moved my family, it was hard, but it would only be for a shot while. While I worked the kids were back in Magnolia with their moms, Nashi was in the Castle, Hisui watched her for me. While I did work, I used my new connections to try and find everyone…I missed them…I made a big map in my room to plot where they'd be, but they move so much, that it's hard to keep track. I have nothing on Mira, Natsu's a total mystery…Gray to, Juvia is nothing but rumors…Levy is one of the few I have a solid go on…but even that is questionable. Cana all but dropped off the face of the earth, won't even come and visit her own daughter…

But each day, I woke up, did my best and got out there cause sitting around moping won't help me, and it won't help my kids. Hisui says staying with her I no issue and I don't have to work, but I can't sit around that castle, I need to get out and work, see other human beings and such. The Grand Magic Games were what I was assigned to cover, but this year was so bland. No one tried, the good guild weren't there, even Mr. Jason was disappointed in the turnout. It's weird he keeps me employed but he also says that he knows Fairy Tail will be back one day…I find it hard to believe him some days.

Today was the final day, and the winner was obvious the team had been laying low, waiting for the final day to strike at full force, and usurp the top spot and take the prize.

The games had finished which meant I would be on to my next assignment soon. I was about to finish packing my things when some guy in a thick black cloak wandered into the ring.

"Who's that guy?"

_I don't know who this guy is…but it feels so powerful._

"Leave now!" I told the crowd.

The guy in the cloak let of a blast of magic, it was so hot the railing I was holding started to sag and melt. He was strong, with just a single punch he knocked the winning guild away. It got really annoying when my shirt started to melt.

_I just bought this! I really liked this outfit too!_

"This heat…in intense."

The guy in the ring thorugh his cloak off, and shook out his dirty pink hair

_It's…not real…_

"Oh hiya Lucy!"

I turned around and came face to face with a girl with blue cat ears

"Happy?!"

I reached out and touched her face.

_It's not…imaginary?_

"Don't poke me like that it tickles." She giggled.

"Wait that means that's really?"

"Oh Natsu…he insisted on going in and fighting someone…dummy."

"Hey Lucy!" he waved.

"You're…it's really you."

The area had toughly melted, and before Natsu could even move, he was surrounded by guards from the castle. The obvious thing to do was to follow them back, I did live there and all.

Hisui wasn't super thrilled about the area being destroyed but she said she'd look the other way this time. While Natsu was being yelled at by Arcadios I waited back in the halls.

"Lucy?" Happy walked over and hugged me "I missed you."

"Yeah I missed you to." I smiled "how are you."

"I'm good, I can stay like this for way longer now so I don't get as tired." She said "Is Nona here?"

"No sorry, she's back in Magnolia with Flare." I said "This assignment was only for a few weeks so I didn't want to have to bring her all the way across the country like that."

"I see…I wanted to see her." The catgirl frowned.

"Sorry." I frowned.

_If you wanted to see her so bad why not come back sooner…_

The doors to the throne creaked open and Natsu walked out.

_Jeez when was the last time he shaved…or took a shower…or got a haircut…he looks like a hobo._

He smiled at me and trotted over.

"Hey Luce-"

***SLAP!***

I wasted no time striking him. Natsu just held a hand up to his cheek.

"What was that-"

***SLAP!***

Again.

"Owww…Luce what the-"

***SLAP!***

"LUCY?!"

I brought my hand up to hit him again but he grabbed my arm.

"What the heck Lucy?"

"How dare you…" I bit my lip trying not to cry "Run away…and then just come back like it's no big deal…I…I hate you…"

"Lucy?"

"You think you can just leave after that night…not even say goodbye?" I mumbled "Was I just some casual sex for you? I thought I was more important to you then then."

"Lucy…" he tried to hug but I pushed him away.

"Don't touch me…"

"WAHHH!"

\"Not now." I sighed as I heard crying coming from my room.

I left Happy and Natsu there and unlocked the door to my room. I walked over to the criba dn picked up Nashi and started rocking her.

"What's the matter baby?" I whispered "Mommy's here."

"I thought you left the babies in Magnolia?" Happy said.

"Yes but I brought this one with me." I said.

Nashi was still crying…it wasn't like her to cry this much and so loudly.

"Who's is she?" Natsu asked.

"Did I say you could come in?" I glared "Happy is welcome…you can get out for all I care."

"Lucy come on."

"I'm not interested in talking right now Natsu, my baby needs me."

I put my hand on her forehead.

"You're burning up again…what am I gonna do."

"She's sick?" Natsu said.

"She gets fevers a lot." I said.

"Is this Mira's baby?" Happy asked me.

"No…I haven't seen Mira in months…I don't even know if the baby came out okay."

"Hmm?" Happy mumbled "Then whose-"

I glared again and Happy stopped talking.

"WAHHH!"

"Sweetie please." I mumbled "It'll pass just calm down…"

"Here…let me see." Natsu said placing a hand on her head, and then she stopped crying.

_Her fever…is gone…_

"Don't touch her." I said pulling away.

"Why are you so protective of this one?" Natsu asked.

"Because…" I mumbled "she's mine…"

"Well Nona is yours too but…"

"No." I shook my head "I mean she's mine…I gave birth to her."

"What…?" Natsu said confused "Then whose here dad? I didn't think it was like you to be the one getting pregnant."

_You have to tell him…just rip it off like a band aid._

"She's yours…" I mumbled looking away.

"Huh?"

"I said…she's yours." I looked up at Natsu "You're her father."

Natsu looked like he had been hit by a train…or just gotten off of one.

"Wait she's…"

"This is Nashi…Nashi Dragneel." I whispered "Our daughter….don't start getting ideas, I don't even know if you'll even be allowed to get involved in her life."

Natsu just sat on the bed…pale like snow. While he continued his mental breakdown I put Nashi back in her crib.

"I…I see…you were right…" he mumbled.

"Huh?" I tilted my head.

Natsu was suddenly hugging me.

"I'm sorry." He said "You were right to be angry, I should have been here."

"Shut up…" I mumbled.

"I was wrong…you had to do so much on your own."

"Shut up…"

"Please Lucy" he said hugging me tighter "Let me be her father….I'm dory I wasn't here, but please don't push me away from her. My Dad left me, I don't want her to have the same fate."

"Ha…ha…" I felt my cheeks start getting wet "WAHHHHHH!"

I just started crying, I couldn't stop. I'm not sure how long I cried, but I fell asleep…and just like then, Natsu was holding me.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Lucy begins to reconstruct her life…one girl at a time. But before she goes, she has two people who want to see her off.**

* * *

_**Snakebit1995's Chapter Reviews** _

_**Chapter 440- God Serena (Side note that I'm writing on Thursday June 10 2015: how weird would it be if this is one of the supposed Gods of Ishgar, and she has the same name as the one I gave to Lucy and Cosmos daughter in the Heartfilia Family?)** _

_**From here everything is written the morning of Monday, June 15** _ _**th** _ _**2015** _

**No real strong feelings on this chapter, not much to say.**

**Cool to see the B-Team back, it's obvious there's more to this "Serena" then meets the eye, I doubt that's even his(her?) real name, so it's either a huge mistranslation, or a codename.**

* * *

**Till Next Time!**

 


	107. Sky Slayers

_Italics indicate thinking_

* * *

**Lucy's POV**

"Hmmm…" I mumbled as I opened my eyes.

I was surprised when I came face to face with a muscular chest.

"Mornin"

"Good morning." I mumbled at Natsu.

_He's…still here._

I sat up and Natsu looked down at me.

"So…should we talk?"

"Yeah…we probably should." I sighed "Leaving like that…it really hurt Natsu and then you tried to come back like it was no big deal."

"Lucy-."

"Let me talk." I interrupted "You can't just come back and expect everything to be the same…yes a lot of people left when the guild closed, but you were the first, and you were the only one besides Mira…to leave without a word…at least you put in the effort to leave a note behind. I wouldn't have had a problem with you going away…just say something you know."

"Luce." Natsu put his hand on my shoulder "I'm sorry…you right I should have said something. I'll make it up to you, I promise."

I smiled and hugged him "Alright…why don't you start making it up to me…Natasha, Now!"

"Huh?"

"Natsu, I was pregnant with Nashi for 9 months, then took a few weeks off and then started working." I smirked "I haven't had sex in almost a year…so become a girl and get ready to take it hard."

Natsu glowed, grew long hair and full soft breasts…and slowly became a girl.

"Good." I smiled "Let's get started."

I pulled her shirt open, exposing her large tits. I reached out and took a big squeeze. Natasha moaned as I grabbed and kissed at her heavy breasts. I quickly pushed her down ripped our pants off and started rubbing my dick against her warmth.

"Oh Lucy…It's been so long."

"OHHH! YESSS!" I moaned as I pushed into her pussy.

I grabbed Natasha's hips and started thrusting. The two of us moaned like madwomen, our breasts wobbling, and my balls slapping against her thighs.

"Oh Natasha! My dick feels so good!"

"Harder Lucy!" she moaned "Fuck me!"

I could hear Natasha's big boobs smacking against her breasts in a sexy way as I plowed her from behind.

_Doggie Style, my favorite position_

"Ha…Fuck yeah." I moaned as my tits bounced when Natasha's ass slapped against my waist.

"Lucy!" she moaned as her breasts slapped her in the face, they were swaying around because I was railing her so hard "I'm gonna cum!"

"Do it…cum with me."

I gave Natasha a few more thrusts before I felt my balls start to tingle.

"LUCYYY!"

"Oh…oh…oh…here it…COMES!"

Natasha got incredible tight and I lost all control and orgasmed inside her.

"Lucy…that was incredible." Natasha said snuggling into my chest.

"It was…" I said twirling her long pink hair.

"You two bonding?"

"How cute."

I looked over and saw two people in the doorway, Cosmos and Kamika.

"Ladies." I smiled "What are you doing."

"We came to wake you up but seems like you already awake…" Kamika smirked.

"You two catching up?" Cosmos asked.

"Yeah we are." I said fondling Natasha's breasts "Care to join us?"

"Sounds like fun." They said closing the door and walking over to the bed.

The two knights stripped down and joined Natasha and I in a deep warm four-way kiss.

"Mmmmm…" we all moaned as our tongues twisted and our lips battled for dominance.

"Lucy~" Kamika cooed spreading her folds "I'm ready."

I got between Kamika's legs, inserted myself into her and started going to down, aggressively penetrating her. Behind us Natasha and Cosmos were making out, their soft pink hair falling over each other and their hefty chests squishing together.

"Oh!" Kamika moaned "Don't watch them watch me."

I turned back and smiled as I increased the speed of my thrusts.

"You look so sexy." I smirked "Taking my cock like that."

"ha…ha…" Kamika moaned "I don't know if I can take it."

"I know, I'm so rusty I might cum already!" I groaned "I think I'm gonna…"

"OHHHH!" the two of us moaned as we came at the same time.

I pulled out and smirked as my semen leaked out of Kamika. I moved over and pulled Cosmos on top of my, and quickly started fucking her.

"OH!" she gasped "Lucy!"

I started slamming into Cosmos and above her I saw Natasha come over and squat over her fellow pink haired girl, causing the plant user to start eating out the dragon slayer.

"Oh baby." Natasha moaned pinching her nipples "it's not scratchy like Happy's but it's still great."

"You taste delicious." Cosmos commented as her tits shook while she ate Natasha and I ravaged her pussy.

"OH!" Natasha moaned as Kamika sat up and started kissing her neck and squeezing the other girls big breasts.

"Cosmos!" I hissed "I think I'm gonna cum!"

"Do it Lucy!" the plant girl screamed "Cum in my pussy!"

I gave Cosmos a few more extra hard thrusts and felt my testicles start to tingle.

"HAAAAAA!" I moaned as I filled her up with my sticky seed.

The four of us lay on the bed, basking in the afterglow of sex.

"So what are you two going to do now?" Kamika asked.

"I'm not sure." I said.

"It's obvious." Natasha smiled "We're gonna get the guild back together!"

* * *

**A Short Time Later.**

I decided Natsu was right, it was time to reunite the guild, but I wish he had a better way of announcing it then lighting half the castle on fire. The two of us, Nashi and Happy headed out to go find our friends, first on the list, Lamia Scale, to see Wendy and Carla.

I was looking forward to seeing my sweet little Wendy…

And then my whole world was shattered.

"My…god." I gasped.

The town was having some sort of festival, and on the main stage, were Wendy and Chelia…as adults…in skimpy Bikinis….signing, dancing on poles…and being all around sluts.

_I can't tell if I should yell at them or cheer for them._

"Oh you guys are here…I thought so."

We all turned around and came face to face with Carla, in her catgirl form. She looked about the same, she was dressed a little more revealing than usual and her ears had a few piercings but she looked cute.

"Carla!" Happy hugged her fellow catgirl and smiled "I missed you."

"What are those two doing?" I asked.

"Oh that." Carla laughed "just one of their shows, don't worry no one knows who they actual are, they use stage names and only transform on stage or at home, when we're at the guild they look like…normal."

"But still…" I whimpered watching the two grind against a pole "You allowed this?!"

"Who do you think organized it?" Carla said flashing a wad of cash in her bra "I'm their manager."

I looked back at the stage…Wendy was in mid dance…and then she saw me.

"HA!" she stumbled off the pole "Ouch."

Chelia…or Sky Dazzle…went over to help but Wendy…A.K.A Sky Glitter…was quick to run off stage.

_Those two…_

* * *

**Later**

After venting my frustrations at the two girls Wendy and Chelia were quick to apologize for acting like they did. We asked Wendy to come reform Fairy Tail with us but she was apprehensive about leaving Chelia behind. The two girl took a quick liking to the new baby though.

Not long after that, the town was attack, but I barely had to do anything because Natsu and the girls took care of it, I just babysit Nashi. Once the whole incident was cleared up I pawned Nashi off on her father and went to see if Wendy was ready to come back with us.

I found her and Chelia under a tree, holding hands.

"Go Wendy…cause no matter where you are we'll still see each other…the way I feel won't change…I'll always love you."

Still in their childish forms…the two leaned close and kissed.

"I love you Chelia…"

"I love you Wendy…"

"EEEEHHH!" I squealed "You two are so cute!"

"LUCY?!"

They both gasped when I interrupted the tender moment.

"They do this all the time it's kind funny."

"Carla!" Wendy said stomping her foot.

"You to are adorable." I smiled hugging them "But…I'm kinda in the mood for some sexy you know…"

They both let out husky groans as them grew before my eyes.

"It's been too long." Wendy growled.

"We can do each other but nothing beats you Lucy." Chelia smirked seductively.

"We need you." Carla whispered in my ear, pressing her body against my back.

"Have your way with us." The three girls cooed.

Just like in the castle a four way kissing slash groping fest broke out, and before long the four of us were naked, and grinding against each other.

Carla was the first to beg for it. She pushed me down and started riding me like a cowgirl.

"OH MEOW!" she purred "I've missed this."

"So tight!" I said licking my lips.

Behind Carla I could see Wendy come up and start squeezing Carla's big breasts while Chelia began licking at Wendy's hole.

"Yeah Chelia…you know my sweet spots so well." Wendy hissed "Like me all over baby…"

"Oh Lucy…I forgot how big your cock was!" Carla moaned "I want more!"

I started bouncing my hips to meet her hops and increase the pleasure "How's that!"

"UGHHHH!" Carla groaned "Incredible!"

I watched as Carla's breasts jiggled rhythmically and Wendy bounced them in her hands.

"Lucy I can't…I'm gonna…OHHHHH!" Carla climaxed but it wasn't enough for me.

The catgirl climbed off and Chelia jumped into my arms and started grinding against me, as I carry fucked her. In the meantime Carla took over the job of eating out Wendy.

"Lucy…" Chelia yelped hugging my body tighter "I've missed this."

"Yeah Carla…" Wendy moaned rubbing her clit as Carla devoured the blue haired girl's pussy.

"Chelia…" I hissed "You pussy's a lot looser."

"Sorry." She groaned, our breasts mashing together "Not mush I can do about that…but nothing beats your dick…it's gonna make me…CUMMMMMM!"

Chelia orgasmed and got unbearably tight, but I managed to keep myself from cumming like she just did.

"Oh Lucy~" Wendy called, shaking her ass as she braced herself against the nearby tree "Don't forget about me."

"Don't worry cutie." I said as I slowly pushed my cock into her "I didn't forget."

"Ugh!" Wendy groaned throwing her head back "YES!"

"Oh Wendy! I missed you so much."

"Don't get all sappy now." The girl moaned "I've been a slutty girl and you need to teach me a lesson."

"Hehehe." I laughed "If that's what you want."

I grabbed her hips and started fucking her like a beast "Beg for it!"

"Yes! More Lucy! Fuck me harder!"

"Yeah I bet you like this don't you…I saw you dancing up there, showing off your big ass and fat tits in that bearely there bikini….you're a slut, a skank, and a whore!"

"HAHA!" Wendy moaned "I'm obsessed with cock! But nothing is ever as good as you!"

"Then take it you sexy little bitch!" I moaned as I felt my balls quiver "Take my cum!"

"LUCY!"

"WENDY!"

I exploded inside Wendy and filled her up with my hot sticky cum, the bothe of us moaned as we leaned agasint the tree.

"That was insane." Wendy panted "I forgot how great you were."

"Yeah you to hot stuff…now…care to explain why Carla says you two are bringing boys back to the house?"

Wendy let out a laugh…it was so sexy in her mature voice "I love sex…is that so bad?"

"Not at all…" I smiled back.

"Not to kill the mood, but were naked in a public park, we should get going."

"Yeah good idea." I said grabbing my clothes "so…you'll come with us right."

"Yeah.' Wendy smiled "I'd love to."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you'd like to see in the future.**

**I bet you're thinking to yourself, a second chapter in one week "Snakebit what is this?"**

**I felt like writing a little extra, and I got a great idea that I need the guild to be reunited to do so I wanted to progress a little more to tad bit sooner.**

**Next time- Lucy finds Juvia…but learns of some troubling news as well. As a result her and Natsu pay a visit to Sabertooth, where Lucy and Minerva but their pasts behind them.**

**Till Next Time!**

 


	108. Rain

_Italics indicate thinking_

* * *

**Lucy's POV**

"So where are we going?" Wendy asked as me walked down a trail.

"A nearby town." I said "A place…where the rain never stops."

"Wait do you think?"

"Never known anyone else who can make rain like Juvia." I said.

We headed into the town and I had to use my bag to shield myself from the rain. I also had Nashi under my coat to keep her dry to.

"Where is she?" Happy asked "My furs getting all wet and I'm gonna smell."

"What are you complaining about Tom cat?" Carla said leaning down, exposing a heavy amount of cleavage to her fellow exceed "Just transform and eliminate the fur."

Carla and Wendy were walking around in their transformed bodies, I really didn't mind since at this point Carla could make her own decisions and as long as Wendy was nice there was no problem.

"Who you calling a tom cat?" Happy said changing forms and bumping her chest against Carla's.

Carla just smirked "We should split up, it'll be easier to find her then."

Carla was quick to take Happy to check the other side of town and Natsu and Wendy were using their noses and wandering around, leaving me alone with Nashi.

"Juvia are you here?" I called out "It's me, Lucy."

"Huh…?"

Someone trudged out of an alley. It was a girl with long blue hair and a half dead look in her eyes.

"Juvia!"

I walked over to her.

"Juvia…is hallucinating…Juvia thought she saw Lucy-Sama."

"Juvia it is me." I smiled grabbing her hand "It's so good to see you!"

"Please illusion do not play with Juvia's emotions…you are not real…"

"I am real…I'll show you." I pulled Juvia's face down and gave her a light kiss on the lips.

"Mmmmm…" Juvia moaned into the kiss.

"Still sure I'm not real?"

"Lucy-sama…" Juvia started smiling as the life returned to her body and the rain stopped.

_I guess she just needed a kiss from a prince._

"Juvia missed you so much!" Juvia hugged me, half crying "Juvia was so lonely."

"Why don't we go catch up." I said "I'm sure the others will come find us soon."

"Juvia would like that…" she smiled, twisting in place "But you see it's been some time and Juvia was wondering if…maybe…Lucy-sama would pleasure Juvia?"

"I'd love to but…I need someone to watch Nashi."

"I'll do it."

"Wendy?" Juvia said "You look nice."

"Thanks." Wendy smiled "You two go…catch up…I think that's what Happy and Carla are doing right now anyway…I'll watch the kid."

"Thanks Wendy." I said kissing her on the cheek "You're a big help."

"Juvia's house is this way."

Hand in hand I followed Juvia to her house where once inside the girl wasted on time ditching her dress and standing before me naked.

"Juvia has miss Lucy-Sama." The girl said kissing my neck and squeezing my breasts through my shirt.

"I missed you to."

"Juvia likes what you did with your hair."

Juvia and I kissed and I reached down to squeeze her plump ass.

"Still as nice as ever." I smirked.

"Juvia did her best to stay in shape."

I kept squeezing and jiggling around Juvia's cute butt before she bent over and pulled her panties off, showing me her wet warmth.

"Lucy-sama~" Juvia cooed "Please play with Juvia."

"Sure thing." I said slowly pushing into her, my large breasts pressing against the water woman's back.

"Ohhhh." Juvia moaned "I missed it, Juvia hasn't had sex in forever."

I grabbed Juvia's hips and started going to town, thrusting like a piston. Juvia's breasts shook and her ass clapped.

"Ohh Juvia." I grunted "after all this time you're still so tight."

"Juvia is in pleasure heaven!" the girl groaned "She's going to…OHHH!"

Juvia's sweet pussy stared squirting everywhere and I lost all sensations.

"HAAA!" I hissed as I started cumming in Juvia.

I laid back on the bed next to Juvia and smiled.

"It's good to have you back."

* * *

**Later**

We asked Juvia what she'd been up to an she filled us in on the year she'd been having. Apparently he came out her with Gray because she felt she owed him a debt of some sort. Juvia said about six months ago that Gray left suddenly without a word.

I'm not sure what happen but something set Natsu off and her dragged me and Happy with him to a nearby town. Along the way he told me he'd get everyone back, like it was nothing, he still…doesn't understand that he was part of the problem, if he had just been there in the first place…

Natsu took us to Sabertooth, he wanted to talk to Sting and Rogue. Lector and Frosh were there, as catgirls and waitresses.

"Why are you to like that?" I asked.

"We help out around here." Frosch explained.

"And the guild doesn't mind." Lector said "They like us more like this."

She was serving someone, who was taking in a full view of her cleavage.

_I wonder why?_

I felt a strange presence and looked across the guild and came eye to eye with a black haired woman. I stood up and waved the girl over.

"Hi." I smiled as Minerva took a seat with us.

"Hello." She looked at me before looking away "I umm…I should apologize…for back then."

"Oh that stuff." I shrugged "It's no big deal, the past is the past."

"Are you guy's friends?" Frosch asked.

"Umm…"

"Yes." I smiled "We're friends."

Minerva looked at me confused and then blushed and smiled. Frosch walked off to serve more people leaving me and Minerva talking.

"So…" I looked at Minerva "are you happy to be back."

"Very much so." Minerva smiled "This is where I belong."

"How comfortable are you with….you know."

"Oh that." Minerva blushed "It's not bad…Lector and Frosch are always willing to help, Stacy and Rachael too."

"Thanks good." I smiled "I know it can be hard to manage."

"I feel like my libido is off the charts." Minerva whispered "I need sex all the time."

"You're preaching to the choir." I smirked.

I looked at Minerva and raised my eyebrows "I'm actually getting a little frisky right now."

Minerva blushed.

_She looks cute when she blushes_

"Me to…"

"Let's go to the back." I said standing up "I'll take care of you."

Minerva and I went back to the storage room and I lifted her dress up and rubbed my hands over her ass, I pulled her panties down and saw her cock was hard and at attention.

"Lucy please no foreplay, just do it."

"Alright." I said pushing my own cock into her "Ohh yeah that's sweet."

"So big." The dark haired woman groaned.

I started thrusting and felt my balls swaying. I could hear Minerva moaning loudly and her cock slapping around hitting her stomach.

"Yes!" Minerva hissed "Harder!"

I grunted and bucked my hips faster. Minerva discarded her dress and let her breasts swing free. I quickly took off my shirt and felt my own heavy breasts start flopping around.

"Oh…OH Minerva." I groaned as my chest bounced from the thrusts "I can't take it, I'm gonna cum."

"Cum in me Lucy! I want to cum!"

"AHHHHH!"

"LUCY!"

Minerva and I both came, my come filling Minerva and her cum spraying out on the floor. While we came down off the high of sex we both sat down, our backs against the wall. Minerva and I were both teasing our cocks, half jacking off and half relaxing.

"Opps. Sorry."

I looked up and saw Lector and Frosch had come in and found Minerva and I naked there.

"Don't be sorry." I smiled waving them over "come here."

The two catgirls smiled and sauntered over, ditching their clothes as they walked. On her way over to me Frosch sexily pulled her long green hair out of its ponytail and straddled my waist, cowgirl style. Next to us Lector was getting on her knees and licking the tip of Minerva's dick.

"HNGH!" Frosch groaned as my cock spread her walls "Mmmmm."

I held Frosch hips as she bounced up and down, purring in pleasure. I watched as her breasts hypnotically bounced up and down. Next to us Lector stopped sucking cock and was now riding Minerva like Frosch was riding me.

"Oh yeah!" Lector moaned slamming her ass down on Minerva's cock "So good!"

"More Lector More!" Minerva hissed.

"Frosch that feels wonderful." I moaned as my cock pushed to the back of her warmth.

"Frosch…OH….thinks so too!"

Minerva and I both moaned and groaned as the two catgirls rode our hard dick, purring in pleasure.

"I'm gonna…" Frosch moaned biting her lip.

"Me too!" Lector hissed.

"HHHAAAAOHHHH!:

Lector and Frosch both moaned as they orgasmed, squeezing down on our cock.

"Oh Fuck!"

"Here it comes!"

"UGHHHHH!" Minerva and I both grounded as we started pumping cum into the two girls.

I threw my head back in pleasure, my chest heaving and trying to catch my breath.

"As much as I'd love to keep going with you guys I want to go check on Natsu." I smiled grabbing my clothes "I'll see you around."

"Bye Lucy."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- More Timeskip check in's, staring Levy, Gajeel, Minerva, Sting and Rogue.**

* * *

_**Snakebit1995's Chapter Reviews.** _

_**Chapter 423- Then the Ground Vanished** _

**Liked the last few weeks but this one was really good. Interesting to see Brandish basically telling them Master is okay and just go home before you cause a scene (After she just caused a huge scene)**

**There has to be some trick to her magic, I doubt she can just make land not exist. I also doubt she killed that guy, it doesn't really make sense to kill him off after one chapter especially when he proved to be a interesting opponent.**

**Also now we know where Laxus is…so the boring parts done let's get to the good part where he makes a badass entrance.**

* * *

**Till Next Time!**

 


	109. SS25- Minerva, Levy and Gajeel's Year

_Italics indicate thinking_

**Minerva's POV**

* * *

**Shortly after rejoining Sabertooth.**

It was so strange to be back at Sabertooth, everyone was so welcoming…it was nice to see all the old faces, and some new ones to.

"Hello Young Miss." A girl with red hair said placing a plate in front of me.

"It's a pleasure to see you." A girl with long green hair said placing a drink down.

"Please don't call me that, Minerva is fine." I told them.

I didn't know these two girls; they were both cute, buxom and appeared to be interested in dressing like cats since they had ears and tails.

"I'm sorry I'm afraid I don't know your names."

The two girls looked at each other and started to giggle.

"It's us Miss." The short red haired one said.

"Yeah us!" the green haired on giggled.

I focused "I got nothing…"

"Lector and Frosch." They both waved.

"What?" I said "You two."

They both took a seat "We'll explain."

Apparently they gained the ability to transform into humans, girls at that, after spending some time with Lucy.

"We're not the only ones who can transform." Lector explained.

"Yeah." Frosch said playing with her haired "Sting and Rogue can too."

"Huh?"

"They did things with Lucy and now they can be girls." Lector explained.

"Is that so…" I mumbled "Interesting, do you happen to know where the boys are now?"

"I think they're in Sting's office." Lector said "Well we'll see you around Miss, Come Frosch we need to get back to work."

"Right!"

I got up and headed towards the office, the idea of a female Sting and Rogue, it both perplexed me…and made me really hard. When I got to the office the boys were in there discussing something.

"Oh hey." Sting waved "What's up?"

"I have a request for you two." I said "Is it true, can you two actually become girls?"

"Well you get right to the point." Sting mumbled.

"How direct." Rogue sighed "But yes…we can."

"Then umm…I can't believe I'm about to say this…" I groaned "Can you do it, cause I kinda need some relief. You two might have gotten that power form Lucy put me…I got something else."

I was scratching at my erection.

"Oh she mentioned that." Sting nodded "Sure no problem."

The two seemed to be focusing and then they changed forms. Their cloths were straining to hold in their new assets, Sting was smaller than Rogue in the chest, but she also had a cuter butt.

They were both really cute, now known as Stacy and Rachel I was entranced as they stripped down. They were both so sexy, the way Rogue's dark black haired rolled over her the pale white skin of her large chest.

"Wow…" I said stunned "Not bad at all."

"Thanks." Stacy smiled walking up to me.

"Now then." The blonde smirked "I'm really horny so can we get started."

Before I could respond she began to kiss me and stroke my penis while Rachel took off my dress.

"You look wonderful." The ebony haired beauty whispered, pressing her tits against my back.

"Now…" the two leaned against the desk and rubbed their butts "Fuck us."

"My pleasure." I smirked walking over "You first."

I pushed my dick into Stacy, at the same time I dug my hands into her cushy butt.

"Oh…that feels really good." Stacy moaned.

Rachel leaned over and started to kiss her friend while Stacy grabbed a handful of her breasts. It was so hot to watch the two of them kissing a squeezing as I slammed my cock deep inside the White Dragon.

"Harder please!" Stacy begged "I haven't had one inside me in so long!"

"You're so tight, I can't get enough!" I groaned "I'm gonna cum already!"

I leaned over and pulled Rachel into a hot and steamy kiss that I moaned into as my balls emptied and shot cum into Stacy.

"That's good." Stacy moaned as I pulled out of her.

"Don't forget about me." Rachel said spreading her legs while sitting on the desk.

I walked up and inserted myself into her and started thrusting. Rachel groaned as my cock plunged into her, she reached down and rubbed her clit furiously as her big breasts shook

"Look at those things." I smirked rubbing a hand over them "You have such nice breasts."

"Harder please!" Female Rogue screamed "Make them shake more."

"You know what Rach here loves best about her female body?" Stacy said sitting behind her friend and shaking the girl's chest "She likes the bounce and wobble of her big H-Cup titties."

"They're so soft." She moaned as her tits flopped around.

"And what do you like the most about your body?" I asked Stacy as I felt myself getting closer to my climax.

"Ain't that obvious." She smirked turning around and giving her butt a small spank "My fat ass."

"OHHH!" I moaned as the scene broke me and made me cum inside the Shadow Dragon.

"HAAAA…" Rachel sighed as the cum dribbled out of her.

"Any time you need a little relif." Stacy told me "Just ask."

* * *

**Levy's POV**

"OH!" I moaned "Harder Gajeel…harder…"

"Ugh…"

"Oh…yes…I'm gonna…Haaaaa!"

"Ugh…Ummm…"

Gajeel rolled off of me and laid down next to me as I used the sheets to cover my body.

"That was great." I sighed.

"Whatever." He mumbled.

Gajeel and I have been working for the council for the last few months. I'm not really sure exactly when it happened, but one thing led to another and we started being friends with benefits. It wasn't quite the same as doing it with Lu but it still felt damn good.

"Hey Gajeel~" I cooed.

"What?"

"I have something new I want to try." I whispered "Will you be Gabby for me?"

"…"

"I'll give you that time in the office you asked for…just you…me…and some…paperwork."

I looked over and there was now a big titted dragon slyer next to me.

"Hello sexy." I smiled grabbing one of her tits "I've missed you girls."

I took a few minutes to bounce and play with her huge knockers. It was so good to feel my fingers sink into her tit flesh.

"Oh….Levy." she moaned "Not so rough."

"Sorry." I said kissing her pierced nipples "I just can't get enough…I wonder what your men would say if they knew you looked this sexy…big boobs…wet pussy…Mmmmm."

I reached down and started teasing her clit "You're already dripping…so hot."

"Oh…oh yeah…" Gabby moaned.

"This isn't even what I wanted to do." I said fingering her "But you're just too sexy."

"OHHHAAAA!" Gabby moaned as her back arched.

I felt my hand get covered in her sex juices and smirked to myself "Naughty girl…you must have been so horny."

"What did you wanna do?"

I reached over into my nightstand "It took some saving but…"

I showed her the new strap on I bought "I wanted to try this out…it's a new model, had pleasure style lacrima…supposedly it feels as good as the real thing."

Gabby bit her pieced lip "Okay…"

I equipped my new…weapon "I want you to ride me."

"You sure?"

"Do it." I said pulling her on top of me.

Gabby slowly descended down onto the fake dick and…

"Holy crap!" I screamed "That feels so good!"

"Ugh." Gabby groaned as she adjusted to having the cock in her "It's even warm like a real one."

_So this is what it's like to be Lucy…wow._

Gabby began to ride my cock, slowly bouncing up and down. I held her hips as she slammed against my crotch. I was totally entranced by the flopping of her huge tits and the sound they made every time they smacked against her.

"Damn it's so good!" she moaned hopping up and down.

"I can't believe this!" I screamed "I can't feel anything! Just pleasure!"

I felt my own insides stirring as Gabby grinded against me.

_This is so hot….look at those tits shake…I'm getting wet just thinking about them._

"Levy!" Gabby groaned "I think I'm gonna…"

"Do it!" I begged "I wanna see your face."

"Oh…oh….OHHHH!" Gabby moaned in pleasure as she orgasmed.

_Look at that face…so sexy._

"Yeah…" I grunted "Haaaaa…."

I had my own small orgasm and Gabby got off the fake penis.

"That was incredible." She said.

"Yeah really good." I said rubbing my face into her chest "Wanna go again?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- The Office AU Finale**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 444- Emperor Spriggan** _

**Wild chapter.**

**Zeref being "Emperors" and the tarort card for "Goddess" looking like Mavis makes me think Zeref X Mavis.**

**I do wonder if Brandish didn't kill Marin just made him super tiny.**

**Angel looked really good, wasn't expecting her to be the spy.**

**I was also thinking, if the Spriggan 12 are supposed to be the Emperors body guards, we never know if Zeref truly killed Rustyrose and Kain Hikaru…maybe they work there now?**

* * *

**Till Next Time!**

 


	110. Office Farm Part 3

_Italics indicate thinking_

_**This is Part 3 (Finale) of the Office AU** _

* * *

**Erza's POV**

Our Animal serum, Anima, has been on the market for a few mouths now, and everyone loves it. Every day I see more and more hybrid walking around. Different species of all kinds, people of all shapes and sizes. We had even developed an app that would allow people to see what they had been crossed with after transforming.

And for me, my job was safe.

Occasionally I get thank you letters for how I've changed people's lives, I'm actually reading some now….

* * *

**Kinana's POV**

"Are you sure about this?" Laki asked me.

"Come on Laki Anima isn't cheap." I said "And you've been thinking about taking some for a while."

"I know…but…there's no going back." She said "What if you become huge like some people who get cow DNA or you become a quadruped."

"Then that's what I get." I shrugged "If you're nervous I'll go first and once you see me you'll go."

"Al…alright." She said.

"Good."

I grabbed a needle and jabbed myself.

"AH!"

I felt the Anima coursing through my veins. I rolled around on the floor, moaning as warmth overcame me. I felt my whole body changing as my DNA was being rewritten. I could hear Laki asking me things but my head was so hazy I could barely hear her.

"OHHH!" I moaned as I felt myself start to rise off the floor as my chest grew and developed.

I felt my muscles shifting as my body continued to shift. Soon my skin felt strange and it became difficult for me to move my lower body.

"AHHH!" I yelped out as I felt my legs fusing together, becoming a long purple tail.

My mouth felt full as some of my teeth became fangs and my tongue split in two.

"HISS! I think it's over." I said sitting up.

"Wow." Laki said "That scanner says your part mamba."

I flared my tongue "Feelssss niccce."

I took a few seconds to get adjusted and learn to slither around.

"I guessss you'll have to drive me placesssss."

"That's assuming I still keep my legs." Laki said picking up a vial.

"You're gonna do it?" I asked.

"I don't see why not." She said "It actually looks kinda fun."

Laki stabbed herself and injected the Anima into her body.

"UGH!" Laki groaned as her body began to change.

Like me she became curvier and bustier, her breasts gradually ripping through her blouse. Her hips flared and became more womanly.

"HA!" Laki gasped as two round brown fur covered ears appeared on the top of her head.

A tail slowly formed as the base of her spine, gradually getting larger and furrier.

"GAH!" Laki hissed "HA!"

Laki yelped in pain as her teeth realigned, moving apart, and providing room for the front two to grown to a larger size.

***Squeak***

I pulled out my phone and used the app to scan Laki.

"What am I?" she asked, her teeth not quite fitting in her mouth.

"It says you're a woodland squirrel."

"Well that would explain the bushy tail." My friend said rubbing it.

I slithered over to Laki and snaked up her body.

"I'd ssssay thisssss all went well." I hissed, flicking my tongue over her neck.

"Yup." Laki said biting her lip with her two buck teeth.

* * *

**Yukino's POV**

"Yukino can you down here." My sister called.

"Coming!"

I headed downstairs and found my sister sitting at the table with a wrapped box.

"Happy birthday." She smiled "Here's your gift."

"Thank you." I said hugging her.

I slowly unwrapped the gift and yelled out in surprise when I saw it.

"You got me Anima." I smiled.

"Well you've been asking for it for a while now." Sorano said "And it's your eighteenth birthday."

I examined the package.

"It says it's a two pack." I looked at her.

Sora smiled "I thought we could use them together."

"You wanna take some to?"

"I had been thinking about it for a while now." She said "And this was a better deal."

I popped open the box and handed one of the vails and syringes to my older sister. We both got ready to use the drug. We went to the living room to do the deed.

"So…" Sora said "Which one of us is going first?"

"Why don't you go, I'd like to see what happen to you."

Sora gave me a look "Really?"

"It's my birthday." I pouted.

"Fine." She said moving the needle close to her arm "Here goes nothing."

Sora winched as the needle stabbed her self and injected the fluid into her.

"HAAA~" Sorano moaned "I…feel it…"

Sorano's body was changing, her chest went up a few sizes, ripping through her shirt. The rest of her body matured and became more womanly.

"UHHH." Sora groaned as the skin on her arms rippled and started sprouting feathers.

_I guess she'll be some kind of bird._

"HAAA UGH!" Sora groaned "I'm…AHHHH!"

The air was filled with cracking noises as my sister's lower legs twisted, the skin turning hard and tallow. Large talons ripped through Sora's shoes, completing her transformation.

My sister had large breasts, arms with white feathers, from the knees down she had avian legs.

Sorano got up and adjusted to her new legs.

"CAW!" Sorano yelled out "I wasn't expecting the legs but I do make a beautiful bird."

"You're a crane." I told her "That's what the app says."

"Now then Yuki." My fair feathered sister said looking at me "It's time to accept your gift."

"Yeah." I smiled taking the needle "Here we go!"

I stabbed my arm and hissed as the Anima flowed into me.

"Ohhhh~" I moaned "So warm!"

I felt my whole body be overcome by a heat. It coursed through me, beginning to alter my body.

"Haaaaa." I sighed as I felt my breasts begin to expand.

My chest grew larger and larger, gradually shredding my shirt. I was surprised when they just kept growing, filling out more and more, settling on my legs, so big I couldn't stand.

The heat moved around my body, I felt fat get packed on to various parts of my body, my butt ballooned, waist widened, my thighs and arms thickened, and my stomach gained fat. Even my face felt a little chubbier.

This happens to some people, the DNA they get crossed with causes them to grow massive. I looked down and saw I was now a good three or four feet bigger than Sorano now, she used to have at least a foot on me.

I struggled to stand up as I felt the changes continue, ears formed on my head, a tail grew on my rump, my skin became more leathery and turned a brownish hue.

"UGH!"

I felt my face shifting as my nose moved forward and my mouth altered slightly. Looking down I could see my new snout like mouth.

"WAHHHHH!" I let out a deep groan "I think it's done. What am I?"

Sora looked down at her phone.

"You're part hippopotamus." She said.

I waddled over to the nearby mirror and looked at myself. I was gigantic, I had to stand back really far to see myself completely. I huge ginormous breasts, huge thighs and ass, my skin had a tan to it, I weighed a ton and my face had morphed into a hippo like snout.

"Do you like it?" Sora asked me as I trudged back over.

I felt my entire body shaking and jiggling as I walked.

"Yeah….feels nice." I said patting my stomach "But I'm so big I'll need a lot of new stuff, I can't even get out the door I'm so large."

"We can take care of that later." Sora said walking up "They say this stuff heightens sensations, and I'm certainly feeling something."

I felt a stirring between my large legs "Me to."

I flopped down on my giant ass, hearing the whole house creek under my weight. Now able to see eye to eye with my bird-sister she leaned forward and pressed her lips against my snout. I laid back and spread my large legs as Sora crawled up between them and flicked her tongue over my warmth.

"OHH!" I gasped "That's good!"

My body was so big I couldn't even see what was happening down there, I just felt Sorano licking at me.

"That feels wonderful." I moaned squeezing my breasts.

I felt my whole body shaking as I grinded my thick body against Sorano's face.

"Ha…I can't…" I panted "I'm so close."

I felt Sora's tongue flick over my clit.

"OHHHHHHHHH!" I moaned as I hit a climax "WAAAHHHHH!"

I let out a loud animalistic bellow as I came down from my pleasure high.

Sora walked up and leaned against my big body.

"I could get used to this." My sister said.

"Yeah me to."

* * *

**Levy's POV**

I was taking in my mail one day when I found a strange letter.

"Congratulations!" I said reading the letter "You've been selected to be the lucky recipient of one free injection of Anima."

Anima is that strange new drug that's changing people into weird animal things. I had started seeing more and more of it, some of the people I worked with had taken it, said it was the greatest thing ever.

"I don't get it what's so special?" I said looking at the pink fluid in the vial.

I left the drug in the box and went about my day. It sat on the table for days, I wasn't really sure what I wanted to do with it, sell it, throw it away…use it. The world used to be so simple, before Anima came around, but now you can't even get a seat on the bus because some bear woman takes up a whole row with her hug ass. But some people…end up looking so beautiful. They were always attractive and voluptuous.

I had received my "free sample" on a Monday, and by Friday night I had decided what I was gonna do.

I sat at the table fiddling with the vail. I was nervous, what might happen to me?

I set up the syringe and steadied it near my arm.

"Here we go…"

I broke skin and then pushed the plunger.

"Ugh." I groaned as the fluid coursed through me.

I stumbled over to the living room as I felt the changes begin. Warmth overwhelmed me, I felt my hips widened, my butt gained a good amount of bounce and jiggle. I struggled to get out of my jeans and free my now plump butt.

"HA!" I gasped as I felt my bra get tight.

I didn't really have any breasts to speak of but I wore a bra anyway. I could feel it tearing and before long it ripped, my shirt began to strain against my expanding chest.

"HAAAAAAA!" I gasped as two large mammories tore through the fabric.

Next I felt the animalistic changes begin. My head ached as two white ears popped up.

"UGHHRRR." I groaned as I felt my teeth sharpening, becoming full canines.

I saw my hands bulging and my fingertips becoming sharp like claws.

"OHHH!" I gasped as I felt a poking at the base of my spine.

A long fluffy white tail burst out, and then another, and another…soon there were nine, fluffy white fox tails on my backside.

"HAAA~!" I moaned as the heat began to dissipate towards my crotch.

I looked down and saw a long, sharp penis had formed. It appeared to be canine in origin, looking like it belonged on a dog rather than a human.

I looked myself over, I was cleary some sort of Nine-Tailed Fox.

"Wasn't expecting this." I said poking the red rocket I now had "OH! That felt good."

On instinct I began to stroke it, it felt incredible, but it wasn't enough. I hopped on the couch and started humping some of the pillows.

"Oh…yes…so good….ha…ha..." I was panting like a dog as I drew closer to my high.

"I…I….HAAAAA!"

I sprayed a torrent of cum all over the couch. Finally calming down I was able to assess the situation.

"I don't know what I was so worried about…"

* * *

**Juvia's POV**

I was relaxing on my couch, just watching some TV when I heard a knock at the door.

"Coming!" I called as I walked over.

I opened the door and came face to face with a mound of flesh. I looked up at the tall girl and saw my friend, Meredy. Meredy used to be like me, just a normal high school girl until she took some experimental drug and became a cowgirl. She had shot up a few feet in height, gained noticeable size and had even grown a udder. She was wearing a shirt that was made specially for people of her size, it was stretched out over her gigantic bosom, and it didn't cover her udder which was allowed to swing free. She was also wearing some jean stretched over her massive rump. I'm still a little confused about how Meredy is so happy to be like that.

"Hey Juvia can I come in?" she asked.

"Of course."

Meredy struggled to fit in the door, which was not fitted for someone as large as her.

"URRR Come on." She groaned pulling her large ass in "There we go."

"I guess your size gets in the way." I said.

"Yeah sometimes." She said "But the world is starting to build bigger things for the big hybrids like me so it ain't so bad. I still don't see why you haven't become one yet Juvia. I can get you some Anima no problem, my mom makes the stuff."

Juvia can't lie…Juvia had thought about it….but she just doesn't know.

"I remember it like it was yesterday." Meredy said "Growing and changing…HOO it was good."

"Juvia gets it…" I grumbled "You like it."

"I'm telling you Juvia you gotta try it." She said.

"Juvia…" I mumbled "Juvia isn't sure she's ready."

"Trust me." Meredy said pulling me into a hug and smothering my under her chest "I'd think you'd love it."

"I…I…"

Meredy did look happy…"

"Hang on I gotta..." She said "MOOOOOOOO!"

For some reason when Meredy let out that call…my insides quivered.

"Juvia…would like some." I whispered.

"Goodie." Meredy smiled "Cause I brought some with me."

* * *

**Meredy's POV**

I handed Juvia the vial and she got ready to inject.

_I wonder what she'll become, will she get big like me…or stay small._

"You can do it." I smiled.

Juvia gulped…and then stabbed her arm.

"HAAA!" Juvia gasped "So strange!"

Juvia dropped to the floor as her body began shifting. Her skin ripped and appeared to become tight. Suddenly her muscle tone increased.

"HAAA!" Juvia groaned as her biceps bulged and her quads grew.

Every muscle in Juvia's body was pulsing and growing. Her body wasn't lagging behind as her height increased and her clothes strained to contain her shifting body. just because she was becoming muscular didn't mean her feminine features were getting left out, her boobs grew in addition to the pectorals beneath them.

"RAHHH!" Juvia yelled as her clothing ripped, exposing her muscular body.

Juvia kept growing. Her biceps got large and she gained a sweet twelve pack of abs.

Juvia was large like me, but instead of being fatty she was toned and muscular.

"HAA!" Juvia gasped as her ears became round, floppy and black and like me a small cows tail formed above her cushy butt. Two long, white, sharp horns also extended out from the sides of the head.

"UGH!" Juvia grunted as the muscles around her crotch bulged.

Above Juvia's dripping folds a large, black set of bull genitalia formed.

"MOOOOO!" Juvia called out "This is different."

"You turned out good." I said trudging over.

I raised my eyebrows and licked my lips "So big boy…you wanna take this Mama for a spin?"

* * *

**Juvia's POV**

Juvia felt so strange…so powerful. I was part Bull, a cow like Meredy. I was large, muscular and for some reason I had grown a large black penis and leathery ballsack.

Looking at Meredy I felt a stirring between my legs and saw my new growth has becoming erect. Her big body just…looked so good.

"So big boy." Meredy said walking up to me, shaking with each step "you wanna take this Mama for a spin?"

Grunting I pulled her against me, reaching around and squeezing her big ass.

"Oh!" Meredy gasped "I'll take that as a yes."

I felt Meredy's plump body pressing against my hard muscles. I lifted her shirt off, freeing her massive mammories. I pushed her back on the couch, hearing it strain under her weight. I crouched down and popped one of the nipples on her udder into my mouth.

"Hmmm." Meredy moaned "That's nice…suckle."

I felt my mouth filling with Meredy's warm milk. I was groaning as I felt my member hardening and dripping precum. I popped the nipple out of my mouth, swallowing the last drop of creamy milk.

"That was good." Meredy said standing up.

She walked over and braced herself against the wall.

"Come here you big stud." She said slapping her large rump and making it shake.

"So hard." I said walking over.

I wasted no time pushing my massive penis into Meredy, hearing her groan at the size.

"MOOOO!" Meredy groaned "I've never…felt so stuffed."

"This feels incredible." I said as I started thrusting.

The sounds of my waist slapping into Meredy and her body shaking and slapping against itself filled the room. I was grunting a lot as I slammed into Meredy.

"So how do you feel." She said as my cock stirred her insides.

"Strong." I said flexing my biceps "Powerful."

"That's…good…" Meredy moaned "So…big…I can't…take it."

"Are you going to cum?" I asked her "my balls are so full and heavy they're ready to fill you up."

"Then do it." Meredy smirked.

The two of us grinded against each other, both of us letting out animalistic grunts and groans.

"I'm so close Juvia…" Meredy groaned "Any second…I'm gonna…"

"Do it." I grunted, slapping her ass.

"OHHHHH! MOOOOOO!"

I felt Meredy's insides shifting and I felt a clentching in my testicles.

"Ha…Ha…RAHHHHHH!" I yelled as my balls emptied asn filled Meredy's pussy up with cum.

"MOOOOOOO!" I let out a loud call as I pulled out of Meredy.

"The was good." My friend said walking over and taking a seat on my couch "How was it for you…big boy?"

"Juvia like it." I said sitting next to her.

***CREEK! SNAP!***

The furniture buckled under our weight and Meredy and I both laughed.

"So you like it?" she asked again "Being so big and muscular?"

"Juvia is quite happy with her results." I said rubbing my hand over my washboard abs.

"That's good." Meredy said "Funny that you'd end up being a cow like me."

"Yeah kinda funny." I laughed.

Meredy and I leaned in and gave each other a kiss.

_What is this rumbling in Juvia's Tummy?_

"I know that face." Meredy said rubbing my large tits "Let it out….I'll do it with you."

Meredy and I both stood up, so close our breasts squished together.

"Ready." She asked.

"Ready."

"MOOOOOOOOOOOOOOOO!" we both called out.

"That's good." Meredy said.

The call had caused our breasts to quiver against each other..

"MOO!" I grunted, feeling myself get erect again.

"Wow stud." Meredy smiled "Looks like your ready for another round."

* * *

**Erza's POV**

"How I love success stories." I smiled throwing the letters back in the box.

I took out a brush and cleaned my mane.

"Erza." Lucy popped her head in "The new hires are here."

"Alright." I said putting the brush away "Send them in."

Lucy sent in two girls, they were cute, and human.

"You must be Ever and Kagura the new interns." I smiled "Take a seat ladies."

They both took a seat and I asked them a few questions, what school they went to, age, stuff like that.

"Thank you for this opportunity Ma'am." The one called Kagura said.

"Yes this will really help us out." Ever added.

"I'm always happy to assist newcomers in our field." I smiled "I'm sure you'll learn a lot here, we've developed plenty of revolutionary medicines and continue to do so today."

"But there is one thing we must address." I said "If you are going to work hear you'll have to comply with company policy."

"Hmm?"

"As you most likely know our most popular drug is a substance know as Anima." I said "Since we developed and manufacture it, we have a rule that all employees must use it."

"So you're saying we have to become hybrids?" Kagura asked.

"Precisely." I smiled placing two vials on my desk "This is nonnegotiable and besides it's good for you, it will increase vitality and vigor and make you stronger as well."

"I guess it's not a big deal." Kagura told her friend.

"Sure." Ever said "Umm…you wanna go first?"

"Sure." Kagura said "Wish me luck."

Kagura stabbed herself and groaned as her body began to change. First her breasts blew up, growing larger.

"HA!" Kagura tumbled to the ground and hissed as her waist widened.

Her butt grew nice and round as her hips flared out. Her pants ripped open exposing her expanding backside.

"Haa." Kagura sighed as a light brown fur covered her lower body.

"GAH!" Kagura's legs made snapping noises as they contorted into a different shape.

"MMM!" Kagura groaned as her shoes started tearing "AAHHHHH!"

Her shoes ripped to shreds as her now long paw like feet wiggled free. To complete her morph a long thick tail formed at the base of her spine.

"Ha…ha…ha…it's over." Kagura sighed.

I looked at my phone.

"Congratulations Kagura." I smiled "You're a kangaroo-girl."

Kagura struggled to stand on her new, strange legs.

"This is…different." She said trying to walk but stumbling.

"Maybe you should hop." I smirked.

Kagura bonded over, her breasts smacking around as she jumped.

"Well that was…easier." Kagura said taking a seat "It's your turn now Ever."

"Yup." The girl said injecting herself "Ohhhh."

This time Ever began to change, her already large breasts gaining even more size. In addition her butt and thighs started packing on the pounds.

_Looks like she'll be a big one._

And I was right, Ever's body grew larger and larger, her stomach gaining flab and her body height. The chair she was sitting in shattered and she flopped on the floor. Her breasts were big and her backside large.

"UGH!" Ever groaned as her face changed slightly.

Her nose widened and turned a pinkish shade. At the bottom of her back a curly little tail formed.

"I…GRR!" Ever grunted as the teeth on the bottom row shifted and made way for something protruding out of her gums.

"RAH!" Ever yelled as two nice tusks formed in her mouth, even when closed they appered out of her mouth.

***SNORT*** Ever let out a peculiar noise.

"Warthog." I informed her "That's what you are."

"I wasn't expecting all this." Ever said checking herself out.

"I think you two came out nice." I said walking out from behind my desk "But there's something else I need you to do before you start."

"Hmm?"

I pulled my skirt off "Please me. I bet your bodies are on fire because of the changes so I'll help you out alright."

"I like to be…close to me employees."

I walked over and bent Kagura over, moving her thick tail out of the way and wasted no time pushing into her big furry butt.

"Ohh!" Kagura moaned "That feels really good!"

I grabbed her hips and started thrusting. Behind me I heard Ever snorting and saw she was fingering herself and squeezing her large breasts. I moaned in pleasure as my chest shook and my tail flicked around.

"YES!" Kagura moaned tapping her big feet against the ground "So good!"

"Are you going to cum already you Kangaroo slut." I said rubbing my hands over her fur covered butt.

I gave it a light tap and felt Kagura get tight.

"OHHHH!"

Still looking for my own orgasm I pulled out of Kagura and shoved my dick into Ever's spacious pig pussy.

***SQUEE!"**

"How's this feel you porker?" I asked thrusting into her "Getting used to your new fatty body?"

"It's so strange." She groaned "I always made a point to stay in shape…but feeling this big…my stomach wobble and my breasts sag…feels so sexy."

"Well you're taking my cock like a pro, you're so loose I can go for a while." I said shaking my long hair "Although that time with Kagura made me close and I have meeting to get to so we'll have to make this a quickie."

"It's fine!" Ever moaned "I'm close any way!"

"Good cause I'm about to cum in you tubby."

"Do it!" she screamed "Fuck me!"

I felt Ever's loose pussy get tight "OINKKKKKKK!"

I gave her a few more strong thrusts "ROAR! OHHHH YESSSSSS!"

I came inside ever, finally completing the training of the two new hires.  
"I hope that was good for you two." I smiled "Welcome, you got the jobs."

"Horry!" they both slurred.

"I'll have someone bring you new clothes." I said "I have a meeting, I'll see you two around."

I got dressed and headed down the hall.

"Ah there you are Erza." Ultear called out.

"I'd love to chat but I have a meeting with a few members of the board." I told her.

"I know, you told me remember."

"Oh right…is everything set up?"

"Yes…good luck."

"See you later."

I went up a few floors and entered the board room, three members of the board were there, Minerva, Mirajane and Jenny.

"Ladies." I smiled "Is there something you need from me. Numbers keep climbing and profits are high, I see no point for this emergency meeting."

"We had no reason related to the profits." Jenny said "But it's good to know you always put the company first."

"But we do have an issue." Mira said "The employees who work here must take **Anima** and become hybrids." Minerva said.

"I see no problem with that." I said confused.

"Well if employees must…it seems strange no members of the board are hybrid." Minerva said "So the reason we called you is simple…the three of us would like a shot."

"Well, well, well." I smiled "I had a small feeling that's what this was about."

I opened up a case Ultear had left "Who wants to go first?"

"I'll go." Minerva said "Let's do this."

I stuck her arm with the needle "Good luck Ma'am."

"Uhhgh." Minerva groaned "This feels…so strange."

Minerva hissed as her body pulsed and began to change. Her height shot up and she clothes began to rip and she grew larger. Her breasts ballooned to gargantuan size and her ass followed suit.

"Seems like she'll be a big one." Jenny commented "Wonder what she is…"

Minerva's body had become that of a big hybrid, huge breasts, chubby tummy, thick thighs and wide butt.

"Hmmm." Minerva groaned as her ears became pointed and a tail started to from above her huge ass.

The tail got covered in bright green scales, at the same time Minerva's hands became claw like and gained a scale coating as well.

"HNGH!" Minerva grunted "My…mouth!"

Minerva hissed as mouth shifted, her teeth got sharp, and her tongue split in two.

"Ha…HAAAA!" Minerva yelled in pain as her crotch morphed and shifted into a large thick penis and heavy testicles.

"Wow…" Mira smirked "She's…really sexy."

"The app says she's part Dragon." I said "Interesting…"

"I wasn't expecting this…claws…a penis…and a big hybrid as well." Minerva said fondling herself "I guess Dragon is related to my name though."

"My turn!" Mira yelled "Let's do this!"

Minerva trudged over as I administered the shot to Mirajane. The dragon sat down with a thud and Mira started changing.

"Ohh~ So tingly."

Mira's boobs grew a little bit and popped the buttons off her suit. Despite being in the middle of changing Mira managed to wriggle free of her clothes.

"My…my arms!" Mira groaned "What the…OHH!"

Mira's arms became thinner, leathery and saggy. They morphed, cracked and changed shape and became leathery wings.

"Ha…UGH…HAAA!" Mira moaned as other parts of her body changed.

Two fuzz ears popped up on Mira's head, her nose stuck up and became a little flatter and wider, and inside her mouth fangs formed.

"This is really weird." Mira said "Wings…wow."

"Vampire bat." I told her "Don't go sucking any blood now."

"Last but not least." Jenny said "Hit me!"

"Here we go." I said stabbing her with the syringe "Best of luck."

"Oh boy!" Jenny moaned as the chemicals spread through her body "I feel it!"

Jenny's body began changing, shifting and growing larger and wider.

"Another big one." I smirked "How interesting."

"So intense!" Jenny moaned "I feel…so good!"

Jenny's clothes tore off, unable to hold back the mass of flesh she was growing into. A thick finned tail formed at the base of her spine and a sharp black dorsal fin formed on her back.

"RAHHHH!" Jenny groaned as her face rounded a bit and her teeth got sharp.

And with that the changes finished, we now had a Dragon, a Bat, and a Whale girl.

"This is incredible." Jenny moaned "We need to get the rest of the board on this."

"We should…" Minerva said "But first…my new part is sore…I could use a hand."

Minerva was standing back and aggressively squeezing Jenny's huge tits.

"My pussy's aching too." Mira pouted "Erza come help me."

"Of course Ma'am." I said sticking my cock into her.

Next to us a table shattered as Minerva and Jenny battled for control of their lip lock. Minerva wasted no time flipping Jenny, slapping her huge ass and shoving her big cock into the girl.

"Those two seem to be adjusting well." Mira commented as I plowed her "it is a bit weird I'm the only non-big one."

"Do you wish you could have been big?" I asked, my chest shaking as I plowed her.

"It would have been interesting." She moaned as her butt grinded against mine "But being a former model and all it's probably for the best."

"Ugh Take it!" Minerva screamed "Take my cock you big whale!"

"Oh Yes!" Jenny moaned her tail slapping against Minerva's fat chest.

I saw a torrent of cum leak out of Jenny and I got so turned on…

"OH…DAMN!" I gasped as I suddenly came inside Mira.

"Ohh…Erza!" Mira moaned as she orgasmed.

"So much cum!" Minerva said the last rope of her thick cum spatting on Jenny's ass.

"Are you happy with the result Minerva?" I asked.

"Very." She smirked "Now will you help convince me to get the rest of the board…on board."

"Of course." I said "I can't wait to see what we get."

"Business is about to pick up."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Not sure what the next AU will be yet maybe vampires?**

**Next Time- Someone from Avatar!  
**

* * *

_**Snakebit1995's Chapter Review.** _

_**Chapter 445- Ugly Fairy** _

_**Since the Manga came out early and I'm going on vacation the chapter is up early!** _

**More villains to meet exciting! Desert guy looks cool.**

**Kinda short not a lot to say…IDK Zeref's cool I guess?**

* * *

**Till Next Time!**

 


	111. Rumbling- Mary

_Italics indicate thinking_

* * *

**Lucy's POV**

"Ahh slow down!" I yelled hugging Natsu's back.

We were running off to try and stop a dark guild, Avatar, from destroying a town full of people. It was touch and go back at their base, for a minute there I thought Gray was really working with them…I need to learn not to doubt my friends. We used one of those new fancy phone lacrima things and I got to hear Erza's voice…that was nice

Still one thing stuck with me…that little loli-bitch, Mary. She gave me the most unimaginable tummy ache.

_Next time I'm gonna smash her to bits…and maybe smash something else to…HeHeHe._

We came to a stop just in time to beat back some of the attacking force. We went around dispatching various thugs before I looked up.

"Oh no…I'm lost!" I cried "WAHHH!"

"Hmm? Ahh it's you." A cheerful voice giggled.

I suddenly felt a pain in the pit of my stomach and dropped to the floor.

"I'm gonna hurt you real slow." Mary smiled.

This Mary was short, had a petite body, short magenta hair and dazzling yellow star eyes.

"Ha." I groaned standing up "This is…nothing."

"Wait but before."

"Compared to pushing a human out of my body this is like a tickle fight." I said pulling my arm back.

"Wait stop!"

" **Lucy Punch!"** I clocked the girl an knocked her to the floor.

"Ouchy."

The girl rubbed her head as I stood menacingly over her.

"Hey let's not be hasty." She begged flailing around "Just what are you gonna do?!"

"Turn a bratty little runt like you into a woman." I smiled pulling my skirt down.

"it is true…' she said marveling at my cock "Gray…and Grace…are the same person."

"So you do know." I said slowly masturbating "Come here and help me out."

Mary crawled forward and wrapped my hand on top of mine as we both stroked.

"Good girl…" I smiled "Maybe if you do well I won't hate you as much."

I let Mary keep jerking me, I was surprised how willing she was, I figured she'd back away but she was all too eager to stroke and occasionally lick my hard cock.

"Yeah that's it…make me cum." I moaned.

"Mmmmm." Mary hummed to herself as she stroked "Penises are so strange."

_Everyone else is fighting and here I am having sex…business as usual._

"You're not as bad as I thought." I moaned as Mary stroked my dick "how does it feel?"

"Weird, it's all twitchy." She said as she stroked.

"Yep, that's cause it's about to blow its load all over you." I groaned "I can feel my balls contracting…here it comes!"

"OHHH!" I moaned as I blasted cute little Mary with ropes of warm cum.

"Ha…Ha…Haa…." Mary panted while hugging herself "I feel…so…GOOD!"

Mary's shirt ripped open as two large breasts forms, they were big and bouncy, on par with mine or Natasha's, her butt also jiggled and hot a little plumper.

"Good you're nice and curvy." I smiled "Just how I like them, I despise Lolis."

"I'm…so bouncy." Mary said jumping in place "Cool…"

I pushed Mary back on the ground "Get ready for the good part."

"Please~" Mary cooed spreading her legs "Fuck me."

I moved forward, lifted Mary's leg and started plowing the now buxom girl.

"Oh wow!" Mary squealed "So good."

"Take it…UGH." I grunted as I thrusted into her.

"My chest, it's shaking everywhere!" Mary moaned rubbing her own chest.

I reached up and helped her grope and fondle herself.

"How does this feel?" I asked twisting her left nipple.

"OOHHH WOW!" Mary screamed arching her back "That's good!"

"You're pussy feels good too." I said slamming my hips down "You're taking a nice amount of my cock…UGH!"

"Ha…Ha…Harder!" Mary moaned bucking her hips to meet my thrusts.

I obliged and started grinding my hips even faster. Mary was moaning and squirming under me, her big chest pressing against my own.

"Mmmmm." She moaned as I started kissing her while I thrusted.

Mary's tongue swirled around mine as I kept grinding into her felling her climax at least once during our kiss.

"Oh boy." I hissed as I felt her walls getting tighter "Are you cumming again."

"HAAA!" Mary responded with a loud moan.

"Yeah…tight…UGH!" I grunted "I think…I'm gonna cum to!"

"Do it!" Mary begged "Cum in me!"

I gave her breasts a few soft slaps making her moan more and push over the edge.

"OHHHHAA!" Mary moaned as she climaxed.

"GAH MARY!" I screamed as I blew my load inside her.

"So warm." Mary cooed rolling around.

"Now Mary." I said kissing her neck "Why don't you show me where your tanned skin friend is."

"Briar?"

"Is that her name…yes take me to her…I'd like to play with her too."

"Yes…OH….Miss Lucy." Mary moaned.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Five for the Price of one!**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 446- The Land without God** _

**Cool Chapter, Ajeel is really cool and I hope he gets to fight Gajeel someday. I'm a little upset that the internet is so negative about the end off the chapter, we haven't seen anything but everyone is assuming they'll win with "The power of friendship" which is a staple of the show at this point. I think people cast that net on what the power of friendship is too wide but that's a rant for another time.**

* * *

**Till Next Time!**

 


	112. Five Stack- Briar

_Italics indicate thinking_

* * *

**Lucy's POV**

"Briar! Come out!" Mary called "You're not dead right?!"

_What faith._

Mary had squeezed back into her old outfit, which barely fit over her bigger, bustier form. I was getting a little turned on seeing the pink haired girl bouncing around as she walked.

"Briar!"

"Hmmm?" a tall, dark skinned woman walked around the corner "Mary…is that you?"

"Sure is!" the girl jiggled.

"What happened to you?"

"She did!" Mary smiled hugging me.

"The enemy!"

"No!" Mary flailed around cutely in front of me "She's nice…"

"What?"

"Trust me." Mary walked up behind Briar.

"AHH!" the dark skinned girl gasped when her top was pulled off.

"I'm gonna show you how awesome she is."

Mary pulled the mature woman over to me "Show her Lucy."

_Boy she sure is chipper._

I pulled my shorts to the side and exposed myself.

"A Penis!"

"Look at it." Mary cheered "It's so long and thick…you're gonna love having it inside you."

"Yeah…" I smirked "I think she will, let's get started."

Mary started stroking me, but Briar just stood there, unsure if she wanted to join in.

"Come on." I smiled "You don't want to miss out. Let's have fun."

The girl looked to be thinking something over before she was the one smirking.

"It does look interesting, let's try this."

Briar snapped her fingers and suddenly split into four versions of herself, all with different emotion but one thing on the mind.

I was quickly pushed to the ground and surrounded by the five sexy ladies who grinded and rubbed my body.

"Lucy!" They all gasped when I tweaked one's nipple.

"How's this!" the angry one said squeezing my balls with an iron grip.

"Don't be so mean." The happy one said licking my dick.

"I guess I can try." The depressing one said playing with my breasts.

"Lucy ***Kiss*** Make ***Smooch*** Love ***Pucker*** To ***Lick*** Me!" the love obsessed one said kissing my neck and face.

"Mary Help me!" I cried "I'm being overrun!"

"Hahaha!" Mary giggled sitting on my face and forcing my to start eating her out "Lick me and maybe we'll think about going easy on you."

_Dammit…I'm being held down…_

"Don't you get it slut." Mary said grinding her croch into my face "Thanks for this hot body, but now I'm just gonna make you my sex slave okay."

"You bitch!" I hissed.

"Nuh uh." Mary giggled "You're job's to lick got it."

I felt one of the Briars start riding my dick and the others were teasing my nipples and my clit.

_Dammit I want to fight back but it feels so good!_

"OH Mary!" Briar moaned riding my cock "This is good!"

"Told you…and her cum's magic, look at what it did to me, I'm fucking sexy now!"

"I wonder if I'll get anything special." Briar said grinding on me.

"What could you even gain, you're already so hot!"

"Mary is so kind to me." The Briar sucking on my left tit gleefully giggled.

"Mmmmm Lucy…I'm gonna cum all over your slutty face are you ready." Mary said, the sound of her breast shaking audible despite her siting on my face.

"Oh…oh…OHHHH!" Mary moaned, spraying her juices all over my face.

Mary got off me, I couldn't seem to move.

_She probably drugged me when I wasn't looking…damn this is bad. I got so careless._

Three Briars were holding me down while another one was riding me. They clones gradually faded and reformed on the one hopping up and down on my cock, her tan breasts jiggling up and down.

"OHH this cock is wonderful!" Briar said bouncing up and down "I'm gonna cum soon!"

_Damn…I'm gonna cum son too!_

"Ha…ha…OHHHHH!" Briar moaned as she hit her climax.

"HAAAAA!" I groaned as I started cumming as well, filling Briar to the brim with cum.

"Oh…oh…oh~" Briar moaned hugging herself "Something…is happening!"

I looked up and saw Briar grabbing her chest.

"My breasts!" Briar moaned "They're getting bigger!"

Her tanned chest ballooned to a large size, overflowing out of her hands, Briar was grinding agsint the ground, her growing chest smashing against it.

"Ha…ha…"Briar hissed as she struggled to keep her weight back "They're so tight…I think…"

"OHHHH!" Briar gasped as milk started spraying out of her gargantuan jugs.

_Damn that's pretty hot._

"So cool." Mary said squeezing her companions huge tits "I gotta have a taste."

Mary started suckling on Briar's nipples.

"Ohh…Mary that feels wonderful….drink…more…more…!"

I couldn't do anything but watch Mary and Briar rubbed against each other, the younger girl drink from the older woman's huge udders.

_Damn that looks so hot…_

"Mary I taste so good." Briar said sucking form her own breast "My large breast…I'm leaking such sweet milk."

"Briar you taste so good." Mary said "Just drinking is making me so wet."

"Ha….HA!" Briar started moaning louder "I feel…something again! OHHHHHH!"

I was stunned when Briar breasts started to expand again. Flesh packed on to her chest, bigger and bigger, rounder and rounder.

_Oh my god!_

"HAAAA!" Briar lost the ability to stand and fell forward, her breasts acting as huge, bed sized cushion.

"Oh shit!" Mary moaned as more milk started pouring out of her friend.

"OHH! Mary…suck…." Briar begged "I need it!"

The pink haired girl obliged and start drinking down more milk. Briar jst laid there resting on her giant tits.

"It tastes even better."

Still paralyzed I was forced to watch the two play with each other, Mary drinking down gallons of Briar's milk and the dark skinned woman was moaning about her giant milk fountains.

"Oh Mary!"

"Oh Briar!"

"Oh Mary!"

"Oh Briar!"

"Oh come on!" someone groaned.

"Who's there?!"

" **Sky Tornado!"**

" **Water Nebula!"**

The two villains were blown away.

_Hmm I'm surprised Briar was able to be moved with those 10 ton tits of her's…well I doubt they were ten tons but whatever._

"Lucy-Sama!"

"Lucy!"

I smiled at Wendy and Juvia.

"Hey girls."

Wendy help her hands up "Paralyzng agent… **Raise!"**

I felt the ablity to move return to my body.

"What should we do with these two?" Carla asked.

"Tie the pink one up." I said "I doubt tall dark and beautiful is gonna walk again so just leave her."

"Let's get back to the rest.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**I decided to get a little freaky this chapter…whatever I was in a B.E mood.**

**Next Time- Celebratory sex for everyone!**

* * *

_**Snakebit1995's Chapter review.** _

_**Chapter 447- Fight to escape** _

**Man Laxus is so cool! He makes his usual badass entrance, can't wait till he does something cool again.**

* * *

**For those interested I have a Pokemon Futanari story.**

**Check out- Misty's Pokegirl Harem**

* * *

**Till Next Time!**

 


	113. Victory- Multiple

_Italics indicate thinking_

* * *

**Lucy's POV**

"Everyone!" I smiled seeing all my friends.

"Lu!"

"Levy!" I smiled hugging the smaller girl "I missed you so much!"

"Lucy it is wonderful to see you again."

"OWW!" I yelped when Erza hugged me, slamming my head into her armor "It's great to see you too Erza!"

"You know Lucy I read some of your articles." Levy said "Not bad…"

"Yes Lucy how did you spend our time apart."

"In bed." I mumbled "You guys all abandonded me! You jerks!"

"Yeah about that…" Levy laughed.

"Hmm yes…' Erza looked off.

"Don't ignore me!" I yelled.

"Jeez calm down." Gray sighed "You're making a big scene."

"HAHA!" Gajeel just laughed "Bunny girl is just as crazy as ever."

"I'm not!" I hissed "All of you just be quiet…you weren't abandoned…everyone left…I had to take care of all the kids by myself…not to mention I was pregnant."

"You were pregnant…" Erza said.

"You do look bigger." Levy said.

"I had a little trouble losing some of the baby weight…it all went to my ass…" I pouted "Juvia, where is my baby…"

"Not reason to worry." Carla said "she's right here."

"You still appreciate me don't you Nashi." I smiled at the little bundle.

"GAH!" she giggled.

"She's adorable." Levy smiled.

"I don't get it…" Gray said.

"It's a girl thing…" Erza said.

"Okay…still don't get it." Gracie said.

_He changed so nonchalantly._

"Now to be fair." I said "I am angry, but I'm not as angry with you guys as I am with some others…mostly Mira and Cana."

"Really why?" Juvia asked "What could they have done to upset you."

"Cana left Cornelia with me without so much as a word, and Mira…left before she delivered the baby…I don't know if her and the baby are okay or not…"

"It's Mira." Erza gave me a reassuring smile "I'm sure she's fine."

"I hope…hey don't act all reassuring like that." I pouted "I'm still angry."

"Well can't we make it up to you?" Levy asked "I don't like it when you get angry."

"Hmmm…I have an idea." I smiled.

* * *

**Later**

"Whose first." I said folding my shirt up.

Since everyone owed me a nice apology, I had them form a line, and one by one they'd come in, please me, and leave for the next to apologize.

"Hey Lu…"

"Levy!" I smiled "I was hoping you'd get here first."

_Which means Gabby…Gracie and Erza are waiting._

"So are we doing foreplay-WAH!"

I pushed levy back on the bed "Nope…I'm going right to work."

I spread Levy's legs and quickly penetrated her.

"Ohh Lucy…I've missed your cock!"

"You're still great Levy." I moaned.

Levy wrapped her legs around my waist and pulled me close as I thrusted my hips and pushed my length deeper into her.

"Oh yeah Lucy!" Levy moaned "It's so good!"

"OH!" I grunted thrusting so hard my chest bounced.

Levy and I grinded against each other, our bodies basking in long awaited pleasure. I reached forward and grabbed Levy's chest, pinching her nipples as she pulled my tightly with her legs.

"Oh shit Lucy!" Levy gasped "I'm…I'm gonna cum already!"

"HA!" I hissed "I think I'm gonna cum too!"

"OH…OH…OHHHH!"

"LEVYYYY!"

"LUCYYYY!"

I felt my cock spasm and start spewing cum into Levy's cute walls.

"alright." I smiled "Get off, send in the next okay."

"Sure thing." Levy said hopping up.

"EEP!" I gasped when Levy smacked my ass.

"You really did but on some weight down there." She giggled walking off "Nice ass."

I waited a few minutes and then Gracie walked in, I didn't say anything as I pulled her on top of me and had her start riding my cock.

"Ohh Damn!" Grace moaned "I haven't had it like this in a long time."

"You're still an sexy girl." I smiled holding her hips and she bounced up and down on my cock "Did you miss having my dick inside you?"

"Yea…yeah I did." She moaned "I missed feeling like this, my tits bouncing, and dick in my pussy!"

"Oh your so sexy Grace!" I yelled "look at those boobs of yours bouncing!"

"That's…the best feeling!" she moaned "I can't…Luce I'm gonna cum already!"

"Good cause I'm about to cum inside you!" I groaned "Here we go!"

"OHHHH"

"AHHH LUCY!" Gracie moaned as I pumped her full of my hot jizz.

She quickly left, sent in Gabby and I started fucking the iron dragon girl. She was laying on her stomach, her huge knockers acting as pillows.

"Oh…mmm…" she hummed as my crotch slammed against her butt.

"You're still as sexy as ever." I smirked plowing her harder "I missed those huge tits of yours."

"Haaaaa…" Gabby sighed "That's good…"

"I heard Levy mention you two were close…how was she? Levy's not bad in bed."

"She was pretty good." Gabby said.

"She said you were good too." I smiled grinding my hips and pushing my penis in "I heard about her toy. She said you liked that…"

"Mmmmm…" she grumbled "It was fine, not as good as the real deal…"

"I remember when I first changed you, you hated being Gabby but now you even let Levy fuck you…that's cute."

"Shut up…" she moaned "Are you gonna cum or not?"

"Roll over." I said "I wanna jerk off onto those big ass tits of yours."

Gabby did just that, flipping over, her boobs jiggling, she lifted them up using her arms as support and I rubbed my dick.

"Oh yes…those tits are to die for…OHHHH!"

I blasted my load all over Gabby, covering her face and her tits with my cum.

"Nice job…" Gabby said licking some of the cum off "you still taste great."

"Maybe we'll do more later, send in Erza on the way out."

"Sure." Gabby said putting her tits back in a bra "These things will never be easy to get on."

Gabby walked off, her huge chest bouncing all the way and soon Erza was in bed with my.

"I missed you so much Erza…" I said kissing her neck.

"Lucy~" she cooed "Please…do what you want with me."

I moved Erza around, quickly mounting her and thrusting, in the doggie style position.

"OH!" Erza moaned "It's been ages!"

"You feel so balled up Erza…when was the last time you had sex?"

"Almost…a year ago, when I left Magnolia!"

"Wait you haven't had sex since you left?"

"No one…can hold a candle to you!" Erza screamed "I can't be without you LUCY!"

_She…cumming already?!_

"UGH!" I hissed at the tightness but didn't cum.

I kept pulling on Erza's hips, sending waves of pleasure through both our bodies.

"Lucy please…I'm gonna…AHHHH!"

"Again Erza?!" I gasped as she had another climax "I don't know if I can resist this time…I think I might…HAAAA ERZAAAA!"

I blew my load inside Erza, she moaned loudly as she slid off my cock.

"Damn that wasn't bad…"

I looked over a smiled at Gabby.

"Did you have fun watching?"

"Sure did…" she said pulling her bra off "I wanna feel that cock between my tits again."

"Sure thing baby." I said as she kneeled before my, wrapping her warm breasts around my dick "So soft…"

Gabby squeezed her tits around my penis, lubing them up before jiggling them up and down, pleasuring me with the best part of her body.

"I can tell you like it." Gabby smirked.

"No…I love it, I love your big ass titties!" I moaned they're gonna make me cum already!"

Gabby shoved her head deep into her cleavage and started sucking on my cock.

"Oh yeah Gabby! You're piercing!" I gasped "It rubbing my tip…I can't!"

"OHHHAAAAA!" I yelled out, filling Gabby's mouth with cum, which she eagerly swallowed.

"Delicious." She said running her pierced tongue over her pierced lips.

I laid down on the bed, Erza curled up next to me and Gabby on the other side, I sat there, one arm around Gabby, the other around Erza, each hand grabbing one of their tits.

"Haaa~" I sighed "Life's good."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Side Chapter- Let's go way…way back, and see how…or why…Mavis bathes with a friend.**

* * *

_**Snakebit1995's Chapter Review** _

_**There isn't one the manga was off this week!** _

* * *

**I'm taking Next Week off to get my affairs in order before I move back to school, so no chapter.**

**Till Next Time!**

 


	114. Mavis and Zera

_Italics indicate thinking_

* * *

**Mavis POV**

"Mavis come take a bath with me…" Zera said taking her shirt off "It'll be just like we used too."

"Okay…but what if someone shows up…"

"Relax…" She said pulling me down "It's fine…"

"Zera…"

She suddenly began kissing my neck.

"OH!"

"It'll be just like the old times."

"Zera…stop." I begged as she ran her hands down my body.

"We haven't been together in so long." She whispered "I'm so horny."

"ZERA!" I screamed as rubbed my clitoris with her fingers.

"Don't be like this Mavis." She whispered "It'll be good for us to be close again…"

"AH~" I moaned as she pushed her fingers deep inside me.

Zera held me close, her small breasts pressing against my back, her fingers tracing up and down my body.

"Bend over and get ready." Zera said pushing me to the shore.

Zera pushed me down on a rock and I felt her slide into my.

"OHHH!" I groaned "It's so big!"

"Mavis!" Zera moaned "It's so good! You're so tight and warm!"

Zera grabbed my hips and kept pulling me back onto her cock.

As long as I've known Zera she's had an extra appendage, and for a while now she's been using it on me. She gets into these moods where she becomes a beast of pent up sexual energy and starts taking me right then and there. It was no big deal when it was just the two of us on the island but now I'm a little nervous someone might catch us…for some reason it turns me on even more. Zera is a Futanari, an old race that according to texts I've read, are all but gone.

"Oh Zera I'm so close!" I moaned "I'm going to cum!"

"UGH!" she grunted "Cumming already, I thought you were better than that Mavis. I'm not done yet."

"OH…Oh…ZERA!" I moaned as my walls tightened up.

"UGH!" she groaned as I climax, but she never slowed down for a second.

As soon as I stopped having my first climax Zera pulled me back and had me start riding her.

"Yeah Mavis that's it." She moaned "Ride my cock."

"Oh Zera!" I moaned "It's so big!"

"I love your pussy Mavis, it's always so tight and warm!"

"I'm gonna…cum again!" I screamed.

"OH ME TOO!"

"AHHHH ZERA!"

"MAVIS!"

The two of us orgasmed together and laid at the edge of the lake.

"That was wonderful Mavis."

"Yeah it was…"

* * *

**Some other time.**

"That was a long time ago…" I mumbled sitting in a tree "The world has changed a lot, I've seen a lot of people come and go…"

I looked up to the sky.

"Things are moving…maybe it's time I move on too?"

"This world just isn't the same without you Zera…" I hopped out of the tree "I can't sit around anymore, it's going to be coming soon, I need to go tell them."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**This chapter was intentionally short, meant to be a small vignette.**

**Next Time- A special AU…special.**

**I'm moving back to school next week so no chapter**

* * *

_**Snakebit1995's chapter Review.** _

_**Chapter 449- Mavis and Zeref.** _

_**I'll reserve my judgement on this flashback once it's over.** _

* * *

**Till Next Time!**

**PS. If it interests you I can sometimes be found streaming DOTA 2 or Nuclear Throne on Twitch, same username, consider stopping by.**

 


	115. Hole in the Multiverse

_Italics indicate thinking_

* * *

**No POV**

**They say that there are infinite universes out there, full of various possibilities. Perhaps you've read about these yourself.**

**But what if…there was a place…a sort of…hole in space and time, a place…where unique individuals could meet…**

**We open…on a table, seated there are four women. None of them know how they ended up here, just that they are here, perhaps it's all a dream, or some act of God or Fate…they may never know, nor…does it really matter**

**These women are all different, but they have one thing in common, they are Futanari.**

**The first is tall, has a body like a goddess, huge I-cup breasts, wide hips connected to a thin waist, she has long silky black hair down to her mid back…Her name is Kagura, Queen of the Futanari Kingdom. Out of the four women here, she has the largest breasts and penis.**

**The next girl is blonde; she's busty and well endowed. Strangely she has small demon horns and a tail, also wings. She is one of the three Queens of the underworld, Lucy the succubus.**

**Next to her is a girl with a body like a supermodel, she has a hourglass figure and long hair white as snow. But this girl also harbors a secret, when the full moon rises into the sky she becomes a beast, a werewolf, she is the Queen of the night, Mirajane.**

**And lastly is a woman in a pantsuit, she has blazing red hair on her head, and around her neck like a mane, in addition she has a knockout body and a tail. She is human but also half lion, Queen of Business Erza.**

**This is their first encounter.**

* * *

"How the hell did we get here?" Kagura said.

"We probably pissed off God." Lucy joked "Sure must have if he haunted me with faces like these?"

"Are you saying you know us?" Erza asked, her tail swishing.

"Well yeah." Lucy said pointing around "That one looks like Envy, she looks like Wrath, and she looks like the missing Queen."

"Really how odd." Kagura said "You like my mother, She looks like a succubus I once killed and she looks like my old commander."

"Well she looks like a girl i went to college with." Mira started "she looks like my old principal and she looks like my friend."

"And for me." Erza said "Lucy looks like my friend, Kagura looks like my intern and Mira looks like a member of the board."

"So we must all exist in where the others are from." Kagura said.

"Well you do." Erza said "but where I am you're not that attractive and you're also part Kangaroo."

"I'm part Kangaroo…what's a kangaroo?"

"Do i have some wild in me?" Lucy laughed.

"Yes, you are part wolf, and Mira is part bat." Erza explained.

"I'm part Bat…how strange." Mira said "That's the opposite of what I am now."

"Now?"

"Oh look the moon's almost up…" Mira smiled "I can actually feel it…!"

The other three were shocked to watch the blonde model get covered in fur and morph into a wolf person.

"ARROOOOOO!" She howled "Feels good to stretch my paws."

"You know…" Lucy said "It might be just because I'm a succubus but…"

"Maybe it's because I'm part animal…"

"No I feel it as well, I'm horny" Kagura gulped.

The three women were staring at the wolfwoman's precum dripping cock. Erza was the first to move forward and start getting close to Mira.

"Seems like Lion girl and wolf girl are about to get it on." Lucy smirked.

She looked over and Kagura was pulling her big tits out of her royal blue dress.

"I want to fuck you demon." The Queen said rubbing her cock thorough her dress.

"Nice look there Queenie…real sexy." The succubus said licking her lips "Let's get it on!"

"Look at these huge tits." Lucy said playing with Kagura's chest "They're fantastic."

"Hard to believe I used to be a small commoner." Kagura said "Flat as a board…it's great to be queen."

"Purr…." The two looked over and saw the wolf Mira licking at Erza's bare bum "Mount me you big doggie."

"Grrrreat." Mira growled climbing the lion's ass.

"I'm ready to plow you, bow to your Queen." Kagura said, looking at the demon from under her huge breasts.

"Fuck me." Lucy begged grabbing her breasts.

Nearby the two animal hybrids were grinding against each other in a primal fuck fest. Kagura was quick to shove her huge cock into Lucy's spacious pussy.

"I've always dreamed of fucking a demon." Kagura said thrusting into her newest subject.

"AROOOO!" Mira howled as she came inside Erza.

"So warm…what a good doggie."

"You two get over here." Kagura said, her huge tits smothering Lucy "And join us."

Mirajane roared and inserted her canine cock into the royal and Erza stepped up and purred as she slid into Mira pussy, at the same time the CEO grabbed the furry ass in front of her.

The four women grinded against each other, their big butts and breasts jiggling as shaking as they plowed each other with long, powerful cocks.

"This is it!" Lucy screamed "I'm gonna cum!"

"HRHN!" Kagura hissed "I aw well."

"Ha…Ha…me too." Mira barked.

"Yes….YESSSSS!" Erza screamed.

Gallons of cum pumped out of the four futanari, filling the air with the smell of thick cum. The four eventually separated form fucking each other.

"That was wonderful." Kagura said "I haven't felt this good since my crowning ceremony."

"That was great." Lucy groaned.

"Really sweet." Mira said scratching behind her ear.

"A worthwhile experience." Erza added.

The four of them sat there, bug chests heaving, half flaccid cocks growing hard and ready for another round.

"What are you guys gonna do if we return?" Kagura asked

"Take over my college…more wolves the better…"

"I plan to move up the corporate ladder till everyone in the world has our drug in them."

"I'm gonna keep ruling hell." Lucy said "You?"

"I plan to conquer more land…I think Queen is too small…I want to be Empress Kagura."

"You said people grow by social standing where you're from…I wonder if Empress outranks Queen?"

"I can't wait to find out…"

"Umm…excuse me?"

The four looked up and saw a new girl, like them she was busty and had a bulge in her shorts.

"You look just like…"

"How did I get here?" the white haired girl asked.

"Who are you?"

The girl smiled making the other gasp at her fangs.

"My name's Yukino, Vampire Queen."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- A Guild reformed.**

* * *

_**Snakebit1995's Chapter Review.** _

_**Chapter 451- Fairy Heart** _

So Lumen Histoire was basically a battery. All in all I like the flashback, it was a little silly at times and kind of a downer but I liked it for shedding some light on backstory.

Still Like Mavis, Still Hate Zeref, maybe hate him even more since her literally threw her like a ragdoll.

* * *


	116. Magnolia

_Italics indicate thinking_

* * *

**Lucy's POV**

After dealing with Avatar everyone else said they had things do wrap up but they'd meet us in Magnolia to get started on reforming the guild.

"Something wrong Lucy?" Wendy asked "You have a look on your face."

"Just some weird memories is all…" I sighed.

_I haven't been back home in a few weeks, part of me wants to rush back to the house and see the kids…_

"You sure?" Natsu asked.

"…I'm scared…" I mumbled "Of what I might see there."

"Is it because the building ain't there?" Natsu said "Who cares. Is it because the building ain't there?" Natsu said "Who cares."

"Everyone else…" I sighed "I got swept up in the commotion of you saying you'd bring Fairy Tail back. I haven't seen anyone in almost a year, the letters I sent were only to a couple I could find…"

"Everyone else has lives of their own." I mumbled "I can't just expect them to come running to me…How do you know the others feel the same, What about Levy, maybe she liked her job at the council, me being around…may only make people lives worse."

"Like I could forget about the relationship we've got." Someone said dropping an arm over my shoulder.

"Huh…"

I looked to my right and there was a woman with long brown hair and a bottle in her hand.

"Cana!"

"Hey~" she slurred.

She suddenly kissed my lips "I missed you…"

***Slap!***

"Boy you got rough." Cana smirked sitting in the road.

"Do you all just intend to come back after how you acted?"

"Haha…" Cana snickered rubbing her cheek "I guess I deserved that…where's Cornelia?"

"Back at the house."

"I can't wait to see her." Cana smiled "I bet she got really big."

"Kinda like you." Cana said squeezing my breast.

"Cana not in the middle of the road."

"You're a lot plumper Lucy."

"Cana…"

Cana leaned forward, pressing her forehead to mine "I'm sorry I went away…there were just some things I needed to do myself, I needed to find what I really want to be, to see some of the world just a little longer. I've been in the guild since I was just a kid, walking away wasn't easy. But this was something I had to do, and it wouldn't have been good to take the little lady with me."

"I know." I said holding her hands "She misses you."

"I bet she does…I miss her too." Cana said taking my hand "Now come on…Everyone is waiting for you."

"Wah…"

Cana walked me to the end of the street, where the guild's remains were.

"Everyone…"

At the top…there was everyone from the guild. Everyone in my little family.

"You're back!" Flare smiled.

"Nona!" Happy cried picking up the little girl and nuzzling her into her chest.

"Ma…" the little kitty mumbled.

"Mama!" Cornelia waddled over to Cana.

"Baby…" Cana picked up our daughter "I missed ya kiddo."

"Big Sis!" Michelle cried "I heard you were in town but I didn't get to see you."

"What?"

"You were in Crocus right? I was in the castle you should have come by."

"You were working in the Castle?" Natsu said.

"Michelle Lobster, Knight first Class." The girl saluted.

Everyone was there, Bisca, Laki, Kinana. Even people outside of my family like Jet and Droy. Romeo was there too, he looked taller, and more mature…very handsome.

"Hi." I waved.

He smiled back and looked away.

_Hmmm?_

"Lucy!"

"Lisanna!"

I hugged the girl.

"Hey guess what?" Lisanna whispered "I have a loose tooth you can pull."

"Not this right now." I mumbled.

"Hmmm…" I heard a soft laugh and a whimper.

I turned to my left.

"Mirajane…"

She was standing there holding a baby.

"We're back…" Mira smiled.

I tried so hard not to cry, but I was just too happy.

"Come here Lucy, someone wants to meet you." Mira said handing me the baby "This is Mirai…our daughter."

"WAHHHH!" I couldn't stop myself from crying.

When I finally stopped crying I wiped my tears away.

"Mira is she…"

"Healthy?" Mira finished for me "We can talk about that in private." She whispered.

_That doesn't sound good…._

Eventually we all went home, back to my house.

The kids were happy to have me back and were hanging all over me and they were fascinated by Mirai, except Simon he was off on his own like always.

"So Mira…what's the story?" I asked looking at Mirai in her crib.

_This house is getting full…we might need another addition._

"Mirai." Mira said touching the girl "Has two souls."

"What?"

"She has her own soul…" Mira mumbled "And tied with it…is a demon soul."

"Like your magic?" I asked.

"No." Mira shook her head and looked at me "The soul belongs to Seilah."

"What…"

_The demon…_

"Something must have happened at Tartarus and the two bodies were bound together." Mira said "Mirai will forever be tied with Seilah."

"Oh…oh my…" I mumbled.

"Mirai struggled for the first few weeks." She explained "But now she's okay, all demon energies and particles are regulated as best I can. But I worry that Seilah may take control one day."

"She won't." I smiled "she's our daughter so she'll be strong enough to resist."

"Lucy…"

"I missed you Mira." I said putting my hands on her waist.

"It's been so long love…" Mira said kissing me softly.

Mira and I kissed for a bit, before heading to my room to catch up.

"Yo!" Cana smiled lying on the bed half naked "I wonder when you'd get here."

I laid next to her on the bed, Mira joining us. The two girls started kissing me and pulling off my clothes.

"Mmmmm…Lucy…" Cana mumbled kissing my neck while squeezing my left breast "You put on a little weight.

"It's the baby weight." I said "I lost most but some is still sticking around on my ass and tits. I went up a cup size and everything, I'm wearing G-cups now."

"I remember trying to lose the weight." Mira said rubbing my right breast "It wasn't easy."

"Sure wasn't…" Cana said "I still have a small bit on my stomach."

"Girls there's something I want to try." I whispered.

"Anything." The both smiled.

I reached down and pinched my nipples, making some milk collect on the tips.

"I'm still lactating…will you guys…OH!"

Before I could say a word Cana latched on to a nipple and started sucking. Mira was a little gentler with her suckling.

"Yes that's it…good girls." I said rubbing the backs of their heads as they drank from my tits.

_This has been a small fantasy of mine for a while…to have some of my girls drink my milk…I won't be lactating for much longer so I want to do it now…_

I was really turned on by the feeling of Mira and Cana's lips on my nipples. It was also interesting to see the clashing tones of our skin, my slight tan with Cana's dark tan and Mira's pale skin.

"Lucy your Milk is delicious." Mira said "So sweet."

"It's better than booze, and as much as I love drinking it." Cana said straddling my hips "I can't wait any more."

"Ohhhh…" I moaned as Cana lowered herself onto my cock.

"It still fits me so well." Cana groaned.

Cana slowly began hopping up and down, stimulating her wall and my cock. At the same time Mira kept playing with my breasts and kissing my neck. I had my hands on Cana's wide hips, holding them as she grinded her ass down on my cock.

"Damn it's so good to have you back inside me." Cana moaned slamming her ass down "Don't stop bucking…make it good!"

"Oh yeah Cana!" I moaned bucking my hips to meet Cana's bounces; I could feel my ass slamming down on the bed.

"Mmmmm Lucy doesn't take so long." Mira begged squirming slightly "I want a turn."

"You'll…ugh get your turn." Cana groaned "For now thought Lucy's all mine, you just play with those big boobs of hers."

"I'm having my fun with her breasts." Mira said bouncing them around "I just want to feel stuffed up again."

"Girls stop fighting." I said as I felt my cock push deeper into Cana "You'll both get some love."

"Lucy I'm about to lose it!" Cana moaned.

"Yeah me too." I groaned feeling my balls tighten up "CANA!"

"OHHH LUCY!" she screamed as her walls got even tighter while being filled up with my hot jizz.

Cana slowly popped off my cock and I laid on top of Mira, inserting myself into her.

"Oh yes…It's so good!" Mira moaned.

"Still tight." I hissed.

"Hey Luce." Cana smirked.

I looked up and she had her legs spread wide, cum still dripping out of her pussy. She was squeezing one of her own breasts and spreading her folds with her free hand. Still plowing Mira, our tits mashing in a sexy show, I leaned forward and started licking Cana's clit before sticking my tongue into her snatch and licking out my own cum.

"Delicious." I smiled.

"So good!" Cana moaned "eat me out!"

"Don't forget about me." Mira moaned squeezing my bouncy ass with her sharp nails.

I could feel my ass wobbling each time I slammed my crotch into Mira. Cana was pushing my head into her snatch and moaning as I pushed her to another orgasm. I felt my balls tightening up as I prepared to cum in Mira.

"Here it comes!" I screamed "MIRAAA!"

"LUCYYY!" she screamed as her walls tightened around my cock.

I filled Mira up with cum and soon the three of us were laying in a pile of bodies drifting off to sleep.

_It's good to be home…_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Puberty is a hard time.**

**Michelle's Timeskip period is the same as the one I did in my other Fairy Tail story, having her spend time training with the Garou Knights.**

**Also the kids born before the break are between 2 and 1 and a half, Mirai is about 6 months old and Nashi is 3 months old. Asuka and Simon are 8**

* * *

**Snakebit1995's Chapter Review**

**Chapter 452- Prelude to the Final Battle**

**Badd Mann…I'm just gonna let that sit there.**

**But it was great to see Brandish again, and I look forward to learning more about the twelve, specifically Serena and why he defected.**

**Till Next Time!**

* * *

**PSA: If the story or my account is ever removed check my twitter for info, snakebit1995**

**Also my stories are now also on Archive of our own, same user name and everything, so if you prefer that site you can read them there.**

 


	117. Puberty - Romeo & FemRomeo

_Italics indicate thinking_

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**Lucy's POV**

"Kids stay with Mommy you can't be running around people are working."

We were doing our best to restore the guild hall, and Flare and I were on babysitting duty to prevent the kids from getting in the way.

"It's a hot one today." Flare said "I'm sweating already."

"Yeah I know...it's rough." I said fanning myself.

"Would you like a water?" Romeo asked walking up.

"I would, thank you so much Romeo." I said taking the bottle.

I started drinking.

"Cornealia don't hang on me." I said "Mommy's busy."

"Haha"! the little girl laughed smacking the bottle out of my hadn and spilling water all over me.

"Dammit…Cornelia!"

"Hahaha!" the little girl laughed.

"I'm soaked." I sighed.

"Wow…"

I looked and Romeo was staring at me.

"Umm Lucy…" Flare whispered "You're shirt."

"Huh…Haaaaa!"

I was wearing a plain white T-shirt, which was now see through right to my lacy blue bra.

"Oh my gosh!" I said covering myself.

"Sorry!" Romeo yelled looking away "I didn't mean to…It's just…SORRY!"

"It's fine Romeo." I said.

_Poor kid…he's been acting awkward around me these last few days since we all reunited. He's at that age when he's getting really interested in girls. It doesn't help that he knows me from when he was just a kid, views me as a big sister figure, now he's growing up and he's attracted to me. It probably doesn't help that Natsu, he big brother, sometimes walks around as a girl. Kid's got it kinda rough. Well…is being surrounded by sexy girls bad?_

"I'm going back to the house to change." I said "Then I'm gonna do some organizing."

"Okay." Flare smiled.

"Romeo?" I called.

"Huh?" he looked, still blushing.

"Would you mind coming over and helping me move some stuff, it's a little heavy for me."

"Uhh…okay."

"Thanks." I smiled "Let's get going."

We started walking down the road to the house; Romeo stayed a few steps behind me, his hands in his pockets. Every once in a while I could feel his eyes sneaking glances at my shaking butt encased in my tight jean shorts.

_It's kinda cute to see him acting like that._

I unlocked the door and headed in.

"Okay I'm gonna go get changed." I told Romeo "I'll be back in a second okay."

"Sure." Romeo nodded.

I headed into my bedroom and took my shirt off.

"Damn even my bra is soaked." I said unclipping it and getting a new, black one to put on "Hmmm?"

I snuck a glace over my shoulder.

_Seems like I have a peeping tom…_

The door was cracked ever so slightly and I could see Romeo was taking a peek at me changing.

_You know this is getting a little out of hand._

"Why don't you just come in." I called out "I know you're there Romeo."

I opened the door and found the teen blushing like a tomato, a small tent in his pants.

"I think we need to talk." I said standing before him in just shorts and a bra.

I had Romeo sit on my bed "So…what's the problem?"

Romeo just played with his fingers and the hem of his shorts "I just…have all these feelings."

"Yeah…puberty is rough." I smiled "and it's fine to be interested in girls, but you can't be peeping like that."

"I know…it's just, urges I guess, and I don't know much about girls to begin with."

"Fufufu…" I laughed softly "Didn't someone teach you the birds and the bees?"

"Well yeah but, it was my dad and you know how he is…"

"Yeah…" I sighed "You can always ask me if you have any questions."

"Really?"

"Sure." I smiled , leaning over and brandishing my cleavage "Anything you want to know…just ask."

Romeo gulped, staring right at my breasts.

"Would you like to touch them?" I asked reaching back and undoing the clasp on my bra, but not letting it fall yet.

"Really?"

"Go ahead." I said taking my bra all the way of "Poke and touch whatever you want."

Romeo was shaking as his hands moved forward before making contact with my breasts.

"They're…really soft…" he gulped digging his fingers in.

"They are aren't they?" I smiled as Romeo explored my tits.

He squeezed them and bounced them, he even touched my nipples. He asked me to show him how to take my bra off and how a girl wants to be touched in the breast area.

"Are they heavy?" he asked.

"If I don't have a bra on they can be." I smiled.

I looked and saw that the teen had a raging erection in his underwear.

"Is there anywhere else you'd like to touch?" I asked.

"Umm…can I feel your butt?" he asked.

"Of course you can." I said standing up and turning my back to him.

I bent over as I took my shorts off, I felt Romeo's eyes bowering holes in my ass. I didn't take my panties off, I left them on…for now.

"Go ahead and touch it." I said shaking my ass just a little.

Romeo rubbed his hands over my butt. Like he did with my tits, he dug his fingers into the soft flesh and bounced my ass cheeks around.

"That tickles." I laughed.

"Is it always this jiggly?" he asked.

"Recently yes." I smiled "Would you like to see something."

"Yeah sure…." Romeo said.

I had him sit on the bed and then I started rolling my hips, making my ass shake and wobble, my cheeks clapping together.

"Wow…look at it move." He said in awe.

I felt my ass shaking around as I twerked in front of him. Gradually I lowered my hips and started grinding my ass against Romeo's crotch.

"Lucy!" he gasped.

"How does that feel?" I smirked pushing my ass down on his hard cock.

I kept giving Romeo a little lap dance, making him feel me grinding and shaking my big butt against him.

"Lucy…I feel…AHHHH!"

I felt the front of his pants become moist.

_He just jizzed his pants…_

"Romeo…" I smiled straddling the boy's waist "Would you like to know even more about girls."

"Yes…" he panted.

"Take off your pants I want to see…"

"O-Okay." He said fiddling with his pants.

"My, my…" I gasped when I got a look at his cock.

Romeo was hung like a horse, he had a long, thick cock that was sticky with dried cum.

_He's almost as large as I am…wow…_

"So here's where you two are."

I looked to my door and saw Natsu.

"Perfect timing." I smiled "I was teaching Romeo here about the female form. Do you think Natasha could help me?"

"Sure…" he said changing into a girl.

"Romeo how does Natasha make you feel?"

"Really good." He mumbled "She's really pretty."

"You're such a good boy." Natasha smiled.

"Romeo I'm going to show you all about girls, you just sit back and watch okay."

"Okay…"

Natasha got on her knees and pulled her tits out; she pulled my panties off and surrounded my cock with her big boobs.

"Nice and warm…" I moaned "This…is a tit fuck."

Romeo just nodded, covering the boner he was sporting.

"Go ahead." I smiled "You can touch yourself if you want."

Romeo seemed apprehensive but, he took his cock into his hand and started stroking while watching Natasha please me with her tits.

_He's kinda big for a kid his age…_

"You see Romeo, I'm a Futanari." I explained "So I have a vagina and a penis."

"Uhh…" he moaned jacking off.

"Once Natasha and I are done you'll know all about girls." I smiled licking my lips.

I winked at Natasha "You know what to do."

"Got it." She smiled.

Romeo was going to work masturbating, he had clearly done this in the past. He probably rubbed one out once in a while.

_I wonder if he's ever done it while thinking of me…kinda turns me on._

"You see Romeo." I moaned as Natasha bounced her tits "The best way for you to learn about girls…."

"OHHH!" Romeo busted a nut and blew a load all over his toned stomach.

"The best way to understand is to become one." I said stroking myself in front of him.

"Haaaaa~" I moaned shooting out ropes of cum at Romeo which mixed with his own cum "Get ready…"

"Ohhhh!" Romeo moaned "I feel so strange!"

Romeo's body began to change, he grew taller and his muscle tone began to go soft as his body got fleshy. His hips widened and his waist grew narrow, his butt swelled up and became big and bouncy, and his chest ballooned larger as his hair grew long and voluminous. Eventually Romeo's penis went inside him and left soft folds behind.

"Well Hello…Ramona." I smiled.

Ramona was one of the sexiest girls I had ever seen, two large breasts, Approximately F cup if I had to guess, she had a nice big bubble butt that could compete with mine, her hair was long and flowing down to her mid back and her bangs covered her right eye in a sexy fashion. She also had an adorably sexy face with plump lips and smoky eyes.

"I'm…a girl." Ramona said poking her chest.

"What better way to understand the female body than to have one yourself." I smiled "but that doesn't mean you can't come by and look at me."

"So how does it feel?" Natasha asked her new girlfriend.

Ramona hopped in place, her tits bouncing around "Jiggly…I feel like I bounce all over."

She cupped a breast in her hands "And these feel so weird…I like it but weird…"

"And down here…" Ramona's hand touch her slightly wet pussy "Is wet…"

Her hand brushed her clit "AHHH!"

"What was that?!" she gasped "It felt incredible."

"You still have a lot to learn. Feel free to learn at your own pace, maybe when you truly know how to please a woman…after some practice with Natasha…then maybe Romeo can have some fun with me." I winked.

"In the meantime." I pushed myself on top of Ramona "Let me give you a quick crash course."

I began kissing the girl and she was a little sloppy in her attempts to kiss back. She needed some work but I figured with time Ramona could be great. I reached up and squeezed her breasts, making her moan. Behind me I felt Natasha playing with my butt and licking my balls.

"Ready to see what the best part of being a girl is?" Natasha said "You ready Lucy."

"Let's do it."

Natasha lined my dick up with Ramona's pussy, I pushed in and started fucking her.

"OHHH!" the girl moaned "It feels…so strange."

"When having sex with a girl." I said thrusting my hips "You have to find the G-spot…like…THIS!"

"HAAAAA!" Ramona moaned as I struck a chord of pleasure.

"Don't be afraid to rub the clit to." Natasha said touching that part.

"OHHH!"

"How does it feel?" I asked "To have those big tits rolling around."

"It feels…really good!" she moaned "They're hitting my face!"

"Look at that face of yours, you're moaning like a bitch…" I said "You're the best!"

"You have a lot to learn still." Natasha smiled grabbing Ramona's breasts "Don't worry we'll help you learn anything you want."

"Lucy….I feel something again…"

"You're about to climax…your first time as a girl." I smiled "Let go…fell the wonder of a girl."

"I'm…I'm…OHHHH!"

I felt Ramona get tight and I prepared to cum. I pulled out and stroked myself.

"Oh yes…yes…YESSSSS!" I moaned cumming on Ramona's face.

Ramona slowly tasted some of my jizz and shivered "It tastes pretty good."

"It sure does." Natasha said leaning over and licking some of the cum off the girls lips.

_That was great…first time I turned a guy into a girl in a long time…someone so young too…I missed this._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy employs Wendy to help Ramona shop.**

* * *

_**Snakebit1995's Chapter Review.** _

_**Chapter- 453- Parental Role** _

**Yay exciting things are finally about to happen!**

**It's nice to see everyone relaxing once in a while, really nice to see the Big sister/Little Sister relationship between Erza and Wendy**

**Also that thing Natsu needs to do when it's all over Has to be propose to Lucy right (:**

* * *

**Till Next Time!**

 


	118. Adjusting Ramona

_Italics indicate thinking_

* * *

**Lucy's POV**

"Hmmm…" I moaned coming too.

I looked around, Natsu and Ramona were in my bed with me.

_That's right…Little Romeo is a big girl now…_

I remember how cute Romeo looked, the faces he made as I teased him, jizzing in his own pants, the size of his young cock, turning him into a beautiful woman…

_I'm a total MILF._

I smirked as I looked at the sleeping woman. I leaned over and started grabbing her breasts and kissing her neck.

"Wake up~" I cooed "There's work to do cutie."

"Lucy?" she mumbled waking up.

"Morning." I said.

"I'm still a girl?"

"We can talk about how to change back later." I said "Why don't you touch yourself for me."

Her fingers moved do and brushed over her folds.

"Ha!" she gasped.

"Good…learn all about the female body." I whispered "And when I think you know how to please a woman properly…maybe then Romeo can spend some "Quality time" with me."

"Oh…" she blushed starting to rub her clit.

_I hope she masters it soon…Romeo's got a bit of a trouser snake…_

She was rubbing her clit, moaning.

"It's so good!" she begged "I can't…I love this!"

"Aww she looks so sexy like that." Natasha said leaning on my back, pressing her tits into me.

"Yeah she does." I said

Natasha and I watched Ramona finger herself and grab her breasts.

"I…I…I'm….I'm CUMMING!" Ramona screamed plunging her fingers deep into herself.

"How perfect." I giggled "What an adorable sex face…I'm gonna make some calls, you two have some fun."

"Maybe Romeo needs some lessons on women." Natasha whispered.

I left the two girls in the bed, they were already kissing and I went and made a call.

"Hey, I have something I need your help with, come over ASAP."

* * *

**Ramona's POV**

"This is…EEEEE!" Wendy cheered jumping up and down "He looks so sexy!"

"I think I did a pretty good job." Lucy said smugly.

"You're just so…WOW!" Wendy said hugging me, our chests smashing together.

_She's so soft…feels good._

"So why did you call me?" Wendy asked breaking the hug.

_Aw man…_

"Well I was hoping you'd take her shopping for a bit, you two are about the same age so you can bond or something, I'd do it but the kids will be home soon and my motherly duties call."

"Sure leave it to me." Wendy said "Come on Ramona, Chelia and I were gonna go shopping anyway."

"Okay umm…should I change back or…"

"Yeah sure." Wendy said shrinking down herself "come on."

* * *

**Later**

"Here we're gonna try on this, and this, oh this two."

"This stuffs heavy!" I groaned.

"Suck it up." Wendy said "You're a boy your supposed to be able to carry things for dainty little girls like us."

"Yeah we're delicate." Chelia nodded.

"Uhh…."

"Come on into the dressing room."

The two girls dragged me and all the things they bought into the side room.

"Time to grow up!" Wendy sadi getting taller.

"Hmmm!" Chelia hissed as her chest began to expand.

"You too." Wendy said as her growth finished "Be Ramona."

"Okay."

I focused and started to feel my body change, my breasts grew, my hair lengthened, and my penis shrank away.

"All done." I said brushing my hair out of my eye.

"Wow." Chelia smiled "You look really sexy, not bad."

"You look nice too." I blushed.

"You're a girl too now, no reason to be embarrassed." Wendy said taking her shirt off "Get undressed we've got clothes to try on."

"Lucy said she thought this would fit you." Chelia said picking up a bra "You know how to put this on right?"

"I…Lucy showed me but I think I can figure it out." I said taking the garment.

I started to put the pink lacy underwear on, it was a lot harder than I expected.

"Here let me." Wendy said walking up behind me.

"OH!" I gasped as she reached into the bra and started adjusting my breasts.

"Look at these, all big and soft, just about the same size as mine F-cups."

"Wendy~" I moaned as she jiggled my breasts.

"Do you like these…you big bouncy tits?"

"Yes." I moaned as she ran her hands around my body.

"I can't resist." Wendy said pushing me around so I was sitting "I need to taste you."

"Don't leave me out." Chelia said kissing Wendy's neck.

Wendy slid my panties to the side and started kissing my vagina.

"OH!" I gasped.

"Moaning already." Wendy smirked "You're such a slutty little thing. Haa~ Chelia your tongue."

I began to moan as Wendy licked my folds while Chelia did the same to her.

"How does this feel?" Wendy said lapping at my folds.

"Really good." I said playing with my nipples "This body feels even better than my male one…"

"Huh?" Chelia sat on my waist and started kissing me "Have you used your male body before."

I blushed bright red.

"Oh you have!" she cheered "With who, tell me, who had sex with Romeo?"

"I shouldn't…"

"Well if you don't say." Wendy flicked her tongue over my clit.

"AHHHH!"

"You don't get to finish."

"Hmmm…."

She flicked it again.

"OHH!"

"Say it~" she cooed "Who got to get fucked by your big dick, Lucy told me you've got a big fat cock, so who had fun with it?"

"AHHH!" I moaned "It…it was…"

"Say it."

"It as Natasha!" I moaned "I had sex with Natasha!"

"Oh~" Wendy went back to licking at my snatch.

"You had sex with the female version of the boy you look up to." Chelia whispered "That's so hot."

* * *

**Earlier.**

"That's it Romeo, stick it in me." Natasha commanded.

"It's so warm and weird." I said.

"Oh man you're so big." She moaned as I entered her "Do it…have sex with me, show me what you can do!"

I started thrusting into her, her body shaking and jiggling around.

"Oh yeah that's good!" she moaned "You've got such a big dick! I can't believe it's this big!"

"I feel something!" I moaned "My penis!"

I felt myself splooge inside her.

"You're came already!" she moaned "We'll have to fix that, good thing big sis Natasha is here to let you practice whenever you want."

* * *

**Back to the Present.**

"You two did it, that makes me so horny." Wendy said "Lick me, eat me out!"

The Blue haired girl sat on my face and made me eat and lick her folds.

"Don't' forget me." Chelia said doing the same.

The two friends shoved their snatches into my face and made me lick and eat them, my mouth filling with the taste of the two girls.

"Hmmm your tongue." The girls moaned teasing each other's chests "You're gonna make us cum~"

"Mmmmm." I moaned from between their thighs.

"Ramona…I'm about to….OHHHHH!"

"HAAA!"

The two girls climaxed and covered my face with their juices.

"So we've got more to try on." Wendy said, her legs still sticky with cum "so Ramona are you liking the new you?"

"I think so." I nodded "But I've got l a lot to learn."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Erza Vs Erza Part 2**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 454- Team Flying Dragon and Team Osprey** _

**Erza's so cool! Best girl all years for 100 years.**

**Also something I feel a lot of people are overlooking is that Freed got to be Cool and strong too, this is the first time since Tenrou Island that he's really gotten to show his stuff, and this had nothing to do with Laxus, this was just him.**

* * *

**Till Next Time!**

**PS- Story will be off next week.**

 


	119. SS27: Erza Vs Erza Round 2

_Italics indicate thinking_

_**This chapter was requested by a reader.** _

* * *

**Erza's POV**

**A few Weeks after Tartarus.**

I was bored, I had left Magnolia to train but it was much less exciting than I had thought it would be, but one day I received a letter from myself…well my Edolas self, she asked me to meet her in the forest so that she could train, I figured it would be worthwhile to get some training in against myself so I was going through the woods to find her.

"Oh good you showed up." Knightwalker said standing in the clearing.

Knightwalker was wearing a skin tight black bodysuit, I had forgotten how good we looked then again she looked older than I did but not by much.

"Are you going to spar in armor or will you be changing?" she asked me.

"Give me one moment and I will Requip." I told her setting my bag down.

"Hmmm…" I focused my magic and changed outfits.

I was now in a tight red sports bra and a pair of black shorts.

_The top is a little tighter than I remember, must be putting on some weight…more reason to train I suppose._

"So how do you want to do this?" I said stretching.

"Let's just spar and see where things go." Knightwalker smirked.

I raised my eyebrows "Alright then."

I ran forward and locked her up, are hands clasped in a test of strength.

"Do you really think you can best me in a test of strength?" Knightwalker said pushing my arms down and sticking her chest out.

"Yeah I do." I said pushing back, my breasts pushing against hers.

I looked down, my breasts were trying to blow out the top of my bra, it was quite the sight to see our chests mashing together.

I twisted around and pulled Knightwalker into a headlock, shoving her face into my cleavage.

"Trying to send me a message girl?" Knightwalker smirked.

She squirmed free and pushed me to the ground, she suddenly pinned me down, running her hands up my thigh.

"How about we test our endurance next." She smiled.

I just smirked.

_Figures it devolve into this._

I started tugging Knightwalker's skinsuit off as she pulled at my shorts.

"Oh you were already dripping." Knightwalker smirked flicking her tongue over my clit.

"Same to you." I smiled.

I got the skinsuit off her and started licking at her pussy. Knightwalker and I were licking at each other's pussys.

"Mmmmm delicious." Knightwalker teased.

"That feels so good." I moaned.

I probed my tongue into my dimensional twin, her tongue wasn't wasting anytime flicking her tongue over my clit and spreading my lips with her fingers. We licked and prodded at each other for a while, squishing our breasts into the other's thighs.

"Oh…that's the spot." I moaned.

"Yes don't stop!" Knightwalker begged "But I need more before I even think about breaking for someone like you.

We both moved around so our legs interlocked, and started rubbing our pussies against each other, scissoring.

"Oh yes!" I moaned "This is perfect!"

"Yes…but I'm not even close to breaking!"

We started scissoring, rubbing out pussies together, our big tits wobbling around. I reached up and started to squeeze my own left tit, Knightwalker did the same with her right.

"It's like looking in a mirror." I laughed.

"Except I have shorter hair." The woman said as her breasts jiggled and her hair bobbed.

"I thought you only cut it short so the army could tell the difference." I said reaching down to rub my clit.

"I like the look." She shrugged "Haa…this is nice."

"Feels good, seems like we can both hold out for a long time…Lucy will like that…I'll like that." I smirked.

"So…you ready to cum yet?"

"Yeah…Let's cum."

We rubbed together for a few more seconds until we both cracked.

"Oh…Oh…OHHHHH!" we both moaned as juices poured out of us.

"That was wonderful!" Knightwalker screamed.

"I have something else I want to try…Requip!"

When the light faded I stood before her, naked, but above my crotch was a pulsing blue strap on.

"I just bought this and I was hoping to try it out." I smiled "Rumors say this is a new brand, as close as you can get to a real penis."

_I wonder what it be like to have a real penis?_

"Well I need to work on my defense." Knightwalker said spreading her legs "Let's try it out."

I walked over and slowly slid the fat, foot long fake cock into her.

"Oh…I feel the warmth." I moaned.

"It's…massive." Knightwalker groaned as I spread her walls "Please…fuck me!"

I started thrusting my hips, pushing the strap on into my fellow Erza's hole.

"Yes~" she moaned "Don't stop!"

I didn't I kept plowing her.

_So this is what Lucy feels like…it's incredible, I bet it's even better for her since hers is real._

I kept thrusting, watching Knightwalker's boobs jiggle and wobble with each thrust. My own chest was bouncing up and down and the feelings were just too much, I was gonna break at any second.

"Please I need to cum!" Knightwalker begged.

"Do it!" I instructed.

"Ha…ha…OHHHH!"

"AHHHHH!" I moaned.

Having just fucked Knightwalker and I laid in the grass, basking in the afterglow.

"I have one more thing to try." She smiled.

"HMM?"

"A race, to the other side of Magnolia." She said.

"Okay, I haven't had a good footrace in a while, I've got the perfect armor to roast you."

"That's no fun." Knightwalker said standing up "Let's race like this."

"You mean…"

"Naked, streaking…"

At first I was very against it, but then I remembered that time Lucy punished me…and I felt myself growing aroused.

"Let's do it." I said lining up with her.

"Perfect, to the docks and back …ready…set…GO!"

The two of us started running towards town, without any clothes on I could feel the wind rippling around my body, my breasts where shaking all over as I ran at top speed, my nipples were rock hard and the heat between my legs was being cooled by the air. Knightwalker was no slouch, she was neck and neck with me, not slowing down in her age. Just like me she was bouncing all over.

Soon we could see the town, this was my last chance to turn back…but I didn't slow down, I ran right in. As soon as I step foot into town I could feel people staring or hear them screaming, I ignored them, I had a race to win.

At first I was so embarrassed that people were watching me run naked, seeing my shaking tits or my wobbling ass, but after a while it started to turn me on, it was strangely…freeing.

Knightwalker was a few steps behind when we hit the docks and turned around, I made a sharp about face and my tits smacked down. Soon we were running back down the main roads, our bodies on display for everyone, their eyes gazing at my naked form.

Unfortunately before long we were back in the forest, heading for the finish line, I missed the people staring at me. I was the first one back to the clearing, but I only beat Knightwalker by a step or two.

"That was…exciting." She laughed.

"Yeah…strangely fun." I panted.

Sweat was trickling down my body so, still naked, I jumped in the nearby river for a quick dip. After that Knight walker and I parted ways, but not before she told me Lucy was doing well.

_I've always been so used to wearing armor to protect myself…but having no clothes on…feels even better._

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**After that day rumors of the East forest sparked even more. Supposedly only two people resided there.**

**An angry old woman who hated humans.**

**And a beautiful nude nymph who guided children who became lost back to town.**

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**The idea for this chapter came from u/ Dragonlord0**

**Next Time- Well it's supposed to be the start of the Vampire AU…but I haven't sketched out the plot yet so…I Don't Know!**

**Suggest who or what you'd like to see in the future.**

* * *

_**Snakebit1995's Chapter review** _

_**Chapter-456- Order** _

**Mashima please stop taking my fanfic ideas, first it was Catgirl Carla, and now you have Mira having Seilah's soul(Although in my story it's Mirai but you get the idea!)...Also this whole Seilah not being alive thing fucks my other story too!**

**You're fucking with my fictional story based on your fictional story continuity!**

**Otherwise great chapter!**

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**Till Next Time!**

 


	120. Life Swap- Male Erza & Male Mira

_Italics indicate thinking_

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_**Three quick things…** _

_**1** _ _**st** _ _**– This story broke 1,000,000 views! In under a year, thank you so much for your support, let's have another million!** _

_**2** _ _**nd** _ _**\- I started a new Futa Series, this one is in Kill La Kill, go check out Ryuko's Ultimate Weapon.** _

_**3** _ _**rd** _ _**– the Vampire AU is coming, I still have to plot it out.** _

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**Lucy's POV**

"It's so nice to relax at home." I said sitting on my couch.

"It's nice to have everyone back and relaxing agan." Mira said looking out the window "Oh my."

"What is it?" I asked walking up.  
"It's Erza." Mira said "She seems to be training."

"Then why do you sound concerned?" I asked.

"She's doing it naked."

"WHAT?!" I yelled jumping up.

Sure enough outside in the back yard Erza was working out, and she didn't have a single scrap of clothing on.

"Well…that's something." I gulped.

_I'm half turned on and half weirded out._

"Well don't mind her." Mira said turning around and kissing me "Why don't you and I have a little fun time."

"Better yet." I licked her ear "Flare's got the kids, how about we do it right here in the kitchen."

"Lucy." Mira moaned as I kissed her neck, leaving bite marks and other love signs "Oh Lucy~ you know I'm happy we're doing this, I have a gift I've been meaning to give you."

"What is it?" I giggled as Mira kissed back.

Mira went over to her purse, her hips swaying, her butt bobbing under her dress. She reached into a bag and placed a bottle on the counter.

"What is that?" I said confused.

"It costs a fortune and it's super hard to come by." She whispered "It's a Chromosome Potion, after drinking you become the opposite gender for a few hours."

Mira turned my head and rubbed her hand on my crotch.

"But we can get to that later, first you have to give me some fun." She smirked.

"Oh baby." I said holding her hips and pushing her back against the counter "Let's get nasty."

"Lucy I can't resist!" Mira moaned placing her arms on the counter and sticking her butt out "Please!"

I hiked the back of her skirt up and whipped my dick out from inside my shorts. I didn't waste any time slowly sliding into Mira.

"Still as great as ever." Mira moaned "Don't hold back Lucy, fuck me."

"You feel as great as ever Mira." I said thrusting my hips.

I looked out the window as I fucked Mira in the kitchen, outside Erza was working out in the nude. Naked Jumping jacks that made her tits slap around, Naked pushups that made the nipples just touch the floor and naked sit-ups that just looked hot.

Each time I slammed my hips into Mira my big breasts would jiggle and smack around, today was a relaxing day so I wasn't wearing a bra, made my tits shake even more. As she rocked back and forth on the counter Mira moaned my name, at one point she reached forward and popped her tits out of her dress.

"Oh Lucy hurry!" she begged "Erza's coming in!"

I checked the window and saw a naked Erza approaching the door.

"Dammit Mira!" I moaned "I'm not ready!"

I the door clicked and Erza walked in. Her body had a thin veil of shimmering sweat on it and her chest was going up and down as she panted to catch her breath.

"Oh sorry, am I interrupting something?" she said.

"ERZA!" Mira moaned "OH GOD LUCY!"

"Don't mind us Erza." I grunted as I started ejaculating into Mira.

"I'm just gonna grab a drink and I'll be out of your way." She said "Oh this looks nice."

"Wait Erza don't!" Mira yelled.

It was too late; Erza had already downed half the Chromosome potion.

"Not half bad, what is this stuff?" Erza asked.

"A potion that costs me months of savings." Mira said grabbing it from her "I was going to share it with Lucy but you drank half of it."

"Well no point in waiting." Mira said chugging the other half.

"Get ready Erza." Mira said "A whole new world is about to open up for us."

"HA!" Erza yelled "I feel so strange!"

Erza's body suddenly started to change, her hair got short and choppy, suddenly her large breasts started to sink in and become flat and hard, overall her face became sharper and more masculine. Down below her vagina lips puffed up and closed as testicles formed, and then her clit pulsed and started to thicken and lengthen, become a fat, flaccid cock. All around her body her muscles juiced up.

"OHHH!" Mira moaned "My body!"

Like Erza Mira slowly started to become a man, her hair grew short, similar to Lisanna's, her breasts disappeared and left a smooth chest behind, her butt flattened out and around front her vagina slowly transformed into a lengthy penis.

My two girls were now men, and they both turned me on. Erza looked strong and muscular, like a jock, her dick wasn't very long but it had a ton of girth, Mira on the other hand was more handsome and cool looking, her dick wasn't as thick but it was longer than Erza.

"Look at us." Erza said in a noticeably deeper voice.

"We became men." Mira said, her voice was smooth and silky "This only lasts for a few hours so let's make the most of it."

The two walked up to me and started aggressively squeezing my breasts and butt.

"Boys." I moaned "Not so rough, let's take this to the bedroom."

I swayed my hips as I walked to the bedroom, my butt shaking and my hips swaying. I wasted no laying on the bed and waving the two temporary men over. Erza was on the left and Mira was on the right, I reached out and started giving them both handies.

"Lucy~" Erza groaned "This feels so good."

"Well it's about to feel even better." I said leaning forward and taking her into my mouth.

"HAAA!" he groaned.

"How your first blowjob Erza?" Mira asked as I stroked his cock.

"It's heavenly." He moaned.

"There is one thing I miss." Mira said reaching down and aggressively grabbing my chest "I wish I still had my breasts."

Mira sat on my stomach and placed his big dick between my heavy breasts before smashing them around his temporary cock.

"So warm, Lucy you're so lucky to have a cock all the time." He mumbled as he thrusted into my breasts.

At the same time I kept bobbing my head down on Erza's thick cock.

"Lucy it feels so good." Erza groaned "I feel something…my penis! GAHHHH!"

I felt my mouth start to get filled with cum as Erza had his first orgasm.

"I think I'm…CUMMING!" Mira groaned as her sprayed jizz all over my soft tit flesh.

"Not bad." I smiled licking the cum off my lips.

I spread my legs and then used my fingers to spread my folds "But how about you two see what the best part is."

"I've been waiting for this moment." Mira said laying in front of me.

"Let's see what it's like." Erza said hugging my from behind with his muscular arms.

"Just slide on in." I said "I can manage to hold the two of you together.

They both grunted as their cocks slowly spread my lips, Mira was able to push in deeper but Erza's cock was filling me up more.

"Mira I can feel your cock rubbing against mine." Erza groaned.

"Yeah, it's so strange, this warmth surrounding me." Mira hissed "Feels so good."

Both gradually started thrusting, bouncing my body back and forth between them.

"Yeah you've got it." I moaned "Don't slow down."

"Lucy your tits feel so nice against my chest." Mira grunted.

"Take it." Erza growled "Take my fucking cock."

"So good." I moaned in ecstasy "Don't stop."

The two didn't stop, my body getting bounced around between them, my tits smacking around, my big butt slamming into Erza's crotch.

"Lucy, I'm so close." Erza whispered.

"We're gonna fill you up." Mira added as I felt her cock push to me depths.

"Please…so close." I moaned as I kissed Erza "Cum in me!"

"LUCYYYY!" they both yelled as I felt their cocks twitch inside of me.

"YESSSSSSS!" I moaned as I orgasmed and spunk started to fill me.

Satisfied with the most recent fucking Erza, Mira and I tried many various poses and positions for sex, I wanted them to get to experience the fullest having cock could bring.

"Oh Lucy you're just so tight." Erza grunted as he fucked me hard.

"That looks so hot." Mira moaned as he stroked is own cock to me getting it doggie style from Erza.

Erza kept fucking me but after a few more thrusts I started to feel a little empty. I looked over my shoulder, the muscles on Erza's male form appeared to be getting softer and I was pretty sure his chest was starting to bud a bit.

I looked back to the front, similarly, Mira's hair was lengthening, and her cock appeared to be getting smaller in his hand, but he clearly didn't notice.

"Fuck!" Erza moaned as he kept fucking me "So good!"

"My body feels incredible!" Mira moaned as he stroked his shrinking dick.

I looked back, at this point Erza looked more female than male, his hair had returned to straight shoulder length and noticeable breasts where wobbling on his chest. Towards the front Mira's body had gone from skinny back to curvy, to the point where his breasts had returned to almost normal size, but that didn't stop him from rubbing the tiny nub that was left of his cock. In the back Erza was still thrusting but his dick had lost so much size I barely felt it.

"Ha…ha…ha…" Mira moaned "So…close!"

"UGH!" Erza grunted "Get ready Lucy!"

"OHHHH!" they both moaned as they came before the space between their legs returned to a feminine form.

"What…" Mira looked at herself "It's over already."

"Drat." Erza snapped, her breasts shaking "I wanted to do it more."

"Sorry ladies." I laughed "So, what did you think about being men, if only for a bit."

"It was quite good." Mira smiled "I'd like to try it again some time."

"Same here." Erza smirked "having had a cock, I see why you love yours so much."

After that I climbed under the covers, Erza and Mira joined me. Today was fun, but truth be told.

I'd prefer to be the only one with a cock around here.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy bestie stops over with some news.**

* * *

_Snakebit1995's Chapter Reviews_

_**Chapter 457- Battle of Naked.** _

**It's So Fluffy!"**

**Also cool to see that we'll finally start to get some answers about Layla and what the whole thing with that is.**

**I'm excited for what's to come!**

* * *

**Till Next Time!**

 


	121. BFF- Levy

_Italics indicate thinking_

_This story is gonna be a year old on the Thursday the 29_ _th_ _, a whole year…thanks for all you support!_

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**Lucy's POV**

"Nona stop squirming!" I yelled trying to hold the girl.

"No!" she yelped.

"Get in the tub!" I said trying to push her in.

"WAHHHH!" she cried "NO!"

Have you ever tried to wash a catgirl, it's hard, they don't like water add to that the attitude of a baby and it's a recipe for an impossible task.

"Stop it!" I yelled "Sit still, you too Aqua!"

"GAHA!" she giggled splashing around in the water.

_Flare's always good at getting the kids to do what she wants, but they never sit still for me, and I'm their mother!_

"HAHA!" Cornelia laughed smacking the water and making it splash me.

"You three are gonna be a big pain someday." I sighed trying to wash their hair.

"Having fun in here?" a voice said.

I looked over my shoulder.

"Oh hey Levy." I smiled as she came and kneeled by the tub.

"Hiya girls, taking a bath?" she asked.

They all smiled and splashed around in the bathwater. Nona was sulking nearby, her hair was all wet and her ears were drooping.

"So what's up?" I asked Levy as I attempted to shampoo my cat daughter's hair.

"I was hoping we could spend a little time together is all." She smiled "I had a nice night planned if your free."

"Well I've gotta finish getting these little trouble makers ready for bed but after that we can hang out." I said giving her a polite smile.

"Good." Levy said kissing my cheek "I'll be waiting."

I scrubbed my daughters clean and then started to get them out of the tub and get them dressed for bed. They all had cute little onesies with their names on them.

"Oh you girls are getting so big." I said struggling to carry Nona.

Cornelia and Aqua held my hand as we walked down the hall. I opened the door to their room and started to tuck them into bed. Rex was already waiting in bed, and Nashi and Mirai were in their cribs.

"Good night." I said as I kissed each of them on the head "Mommy loves you."

I turned off the light and prepared to close the door I looked around at the kids' room.

"I don't know if they're all gonna fit in here, especially as they get older…are we gonna have to put on another addition…" I wondered out loud.

I gently let the door closed and I headed out to the living room where Levy was relaxing on the couch.

"Hey Lu." She smiled as I sat next to her.

"Hey yourself, so you said you had a big night ready, what are we gonna do."

"Well we haven't seen much of each other this last year, so I thought we could catch up on what we read this last year."

"That sounds fun." I smiled "I actually have a few books I wanted to lend to you."

"Slow down, why don't you tell me about your novel first."

"My novel." I looked stunned before frowning "I…didn't really get the chance to work on it much."

"What?" Levy said confused "Why not?"

"Being Pregnant kinda sucks the life out of ya." I sighed "Wasn't really keeping my creativity flowing."

"It does?" Levy said "Hmm…"

"And then I had to take care of the kids and work for the magazine, I just didn't have the time for casual writing." I sighed.

"Sounds like being a mother is hard." Levy half smiled.

"I'm not looking forward to it." She mumbled.

"What did you just say?" I spoke up.

"Umm…Crap." She rolled her eyes "I wanted to make it a surprise."

"Levy…" I looked at her "Are…"

"Surprise." She smiled "I'm Pregnant!"

"Another one…" I said "Uhh…I…feel a little light headed…"

***THUNK***

"LUCY!"

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**Later**

"Oof." I sighed rubbing my head "Wasn't expecting that."

"Are you feeling okay?" Levy asked.

"I'll be alright, I was just a little surprised is all." I smiled "Sorry about that."

I hugged her "I'm super happy, my best friend is having my baby, that's great!"

"Thanks Lucy." Levy smiled.

I hugged and kissed her.

"We'll have a lot to do, things to buy, a whole new baby to prepare for." I smiled "This is exciting."

Levy kissed back "You know originally we were gonna talk about books, and then I was gonna take you to your room for a little one on one time before I told ya."

"Well we can still have some fun." I said lowering my hands down to her hips.

"Lucy!" She giggled as I picked her up and started to carry her to my bedroom.

I laid her down on the bed and started placing little kissed all over her cute body. as I kissed her she reached back and sank her fingers into my jean clad ass.

"Look at this thing Lucy." She said "It's so big and round."

"Stop it." I laughed "You'll make me feel fat. I remember when I first got to Fairy Tail, you butt was the only think worth talking about with you, then you got some decent tits."

"Yeah but now you're crushing even my ass in the size department." She said "Leave some for the rest of us okay."

"I'll try." I giggled as she hooked her fingers and started to pull my tight jeans down over my attractive rump.

Levy and I rubbed our bodies against each other, our clothes gradually being discarded and my penis ready to enter her body.

"Go ahead Lucy." She smiled "OH!"

I slowly pushed forward and flat my girth sliding into my friend.

"Levy" I moaned as I felt my big cock stretch out her pussy "I love you so much!"

"Don't stop Lucy!" she screamed as I started thrusting with increased speed.

Our chests were mashing together and my ass was shaking around as I fucked Levy. Every time I pushed hard my ass cheeks would slap together.

"Harder Lu!" Levy begged digging her fingers into my ass.

"UGH!" I grunted "You're just so it tight Levy."

I kept fucking my pregnant girlfriend, both of us approaching a climax.

"Here it comes Levy!" I screamed "I'm gonna knock you up even harder!"

"LUCY!" she moaned as her walls bit down on my cock.

"FUCK! LEVY!" I moaned as I released inside of her.

I pulled out, my spunk still slowly leaking out of Levy.

"That was wonderful Lu." She said as we both laid on our stomach "Is it just me or have you gotten even better at this?"

"I don't know, I don't think I've changed much."

Levy suddenly reached back and spanked my ass, making it jiggle.

"EEP!"

"You know there is one thing I love about the time we spent apart." Levy said "And it's your new look, the long hair, your extra curves…I'm a big fan of plump Lucy."

"You're making me sound fat." I blushed.

"You're soft in all the right places." Levy laughed rubbing my butt "I love you Lucy."

"I love you too Levy."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Lucy's not the only one with a big butt.**

**I'm gonna be busy so no chapter next week!**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 458- Morning Star** _

**I'm so happy to see the friendship between Erza and Bisca play out here, it's really touching. I don't think Azir get's up from something like that.**

* * *

**Till Next Time!**

 


	122. Teacher- Kagura

_talics indicate thinking_

_**Umm…originally this chapter was longer, but for the first time ever, Word Froze and I lost half the document. A whole year of writing stories and that's never happened. So that kinda killed my mood and I had forgotten most of what I wrote, so if it seems a little short that's why.** _

_**Also I decided since the Manga was having a double update I'd put out a chapter on my off week.** _

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**Lucy's POV**

"Ha Take this!" I yelled.

"HA…no…stop it…!"

"I've got you now!"

"WAHAHAHA!" Asuka giggled "Stop it Mama that tickles!"

I was having a little tickle fight with Asuka. It was nice to just spend time with her; the two of us never get to just be mother and daughter enough.

"What to come play with us Simon?" I asked the boy as he walked passed.

"Tsk."

"Doo-Doo head!" Asuka said sticking her tongue out.

"Asuka, be nice." I said.

"Sorry Mama…"

"I would never act like such a child." Simon said walking off.

_What is with that boy?_

"Asuka?" a voice called "It's time for your training."

"Aunt Kagura!" the girl smiled jumping "Yeah…let's do it!"

Kagura comes by every few weeks to help Asuka train. Don't ask me why a swordswoman if training a girl to be a sharpshooter. It's always nice to see Kagura, mostly it's nice to see her big butt.

I watched Kagura turn to walk away, her big ass barely staying under her skirt and tights.

I relaxed and read my books, or planned for the addition we were going to put on the house soon. I checked on the other kids and made sure none of them were in any danger. I was really just killing time until I could get to the fun part of Asuka's lessons. Mommy's after school conference with the teacher.

"Lucy." Kagura smiled walking into my room.

"How'd it go today?" I asked.

"Good, she's getting better with each passing day." Kagura said "She managed to summon a second gun, a Rifle today."

"Really…she's getting stronger every day." I smiled.

My lip quivered "MY LITTLE BABY'S GROWING UP!"

"Please don't cry." Kagura gulped "It's…making me feel really awkward."

I wiped the tiny tears off my face.

"Don't know what came over me there." I said.

"I don't know why you're getting so upset." Kagura shrugged "You've got six other kids all of who still have a ton of growing up to do."

"I know." I pouted "I just want them to stay tiny and adorable forever, what if they end up hating me like I did with my dad…or…what if they all turn out like Simon."

"That won't happen." Kagura said "You're a great Mom."

"I am?"

"You kind and nurturing." Kagura said "Sweet and caring…nothing more to ask for in a parent. You love each and every one of your kids and take time for each of them, nothing is more motherly."

"I guess you're right." I smiled softly.

I smirked a bit before I grabbed Kagura and pulled her onto my bed.

"KYA!" she gasped as I reached around and squeezed her bottom "Lucy?!"

"You know." I whispered "You're a really good teach Kagura, could you give me a little…sexual education?"

I was reaching back and rubbing my hands all over her ass, it was nice to dig my fingers into her soft tissue.

"Lucy you know I'm sensitive back there." Kagura moaned "Don't be so rough."

I moved us around, gradually ditching my clothing. I pulled Kagura's off and then I had her straddle my hips from behind, I was a nice few of her big butt.

"Lucy…" Kagura whispered.

"Hmm?"

"I want one."

"Want what?"

Kagura suddenly lifted her butt up and slammed it down, making it clap "I want to see what it's like…whatever happens, I want you inside me…"

"Kagura are you…"

She lifted her butt again, this time when she slammed it down my cock slid into her.

"Fuck me Lucy!" she begged "get me pregnant!"

Kagura started grinding her hips, slamming her ass down on my crotch. I was unsure what to do so I just held her hips as she rode me.

"Are you sure about this?" I asked.

"AH!" she gasped "I've been thinking about this for a while now!"

My whole body shook as Kagura slammed her ass down on my crotch, my breasts shook and my hands slid around her hips. Kagura was stimulating all the pleasure sensors in my body, at the same time I was rubbing over her walls and making her climax that way.

"Yes…I'm so close, cum with me Lucy!"

"Ugh…get ready!" I moaned.

"OHHHHH!"

"LUCY!"

I exploded inside of Kagura and filled her up with my cum, she took a second to climb off my cock and lay down next to me.

"Thank you." She whispered.

"No going back now." I smiled.

"I wanted this." She said "I hope you did too."

"Yeah sure." I shrugged "Having a bunch of kids running around is nice, keeps me young."

"You're younger than me." Kagura sighed "You're what…not even twenty?"

"It's not nice to ask a lady her age Kagura."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Let's do another Gender Bender. Perhaps we have Ur do something?**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 459: Weakness and 460:Pegasus Descends  
** _

**The ending of Weakness, that was so cool. I'm guessing Backup is finally coming to help, yay!**

**Sometimes we forget how strong the Thunder Legion is, it's great to see them get a moment. I look forward to seeing what happens with Brandish, more is coming.**

* * *

**Till Next Time**

 


	123. Frozen Waste- FemLyon

_Italics indicate thinking_

* * *

**Lucy's POV**

"What's the problem?" I asked as I turned the pages of my book.

"I think it's unfair you know." Ur said sitting down next to me and sipping her tea.

"Before you keep talking put your shirt back on." I sighed.

"Dammit!" she hissed picking her clothes up off the floor

"I was saying I think it's unfair that Lyon is still in the dark." Ur frowned "I've been alive for over a year now, and he still doesn't know I'm alive it…it feels cruel."

"I suppose your right." I sighed "But he's not in the guild, and my powers are a secret, we can't just brush you reviving under the rug you know."

"Yeah I guess." She said putting her head in her hand.

"I'm sorry." I smiled "I wish I could help more but…"

"You talking about Lyon?" Sherry said walking passed "If you're worrying about him freaking out I wouldn't pay it much mind, he and Gracie have been friends for months now."

"Wait what?" I spat out my water.

"Obviously he doesn't know the truth, Chelia told me about it…CHELIA get over here!" her cousin screeched.

"Kepp it down the kids are napping." I grumbled.

"Hey." Chelia said bouncing down the stairs in her adult form "What's up."

"Tell Lucy what you know about Lyon and Grace."

"Oh those two, yeah they've been doing the nasty for a while now." Chelia said "she stopped by for a visit a few times last year, Wendy and I recorded it once."

I just rubbed my temples "go and get it, I need to analyze all this crap."

Chelia skipped off before she came back a few hours later with a recorder lacrima. I took it for myself and sat on the couch before I hit play. The video started and I only smirked to myself as I saw the images on the screen.

The audio was a little garbled due to Wendy and Chelia's giggling, but the camera remained mostly still giving me a good shot of the action. On the screen we clear images of Gracie getting rammed from behind by Lyon. Lyon was a handsome guy but he was a little rough with her, not physical like someone would be with Lisanna, rough like needed some practice.

"Perhaps I can oblige." I smirked to myself.

I kept listening and watching the little porno till the recording cut out, at the end of it Wendy and Chelia started moaning more, it was clear they were fooling around back when they filmed this.

"Well I guess it was a good thing I had Sherry go get him now…." I stood up and looked over at Ur who was sitting in a chair nearby "It's you're lucky day, you can see him."

She just smiled.

"You know what else makes it your lucky day." I walked up and kissed her lips "That little video really got me going, care to lend me a hand?"

"I was waiting for you to ask." She smirked before kissing me back.

I switched places with Ur so I was the one sitting in the chair and she was standing up, she wasted no time sitting down and straddling my waist.

"Are you ready for me?" she said taking off her clothes and fiddling with my belt buckle.

"I'm always ready." I smirked as my semi-erect cock was pulled out.

I shook my cock a bit so it got hard and then Ur slowly slid down onto it.

"Oh fuck yes." She moaned as I slowly spread her walls.

"Ur…" I grunted "That feels so good. Can you keep up with me?"

"Damn straight I can." She said as her breasts jiggled slightly.

"Good, didn't want you losing your touch with age." I smirked.

"Respect your elders kid!" she said slamming her ass down "I've got the experience to go a dozen more rounds than you."

"I'll have to take you up on that challenge some time." I said squeezing her big booty.

Ur's mature frame bounced up and down against my youthful body, my firm, tight and sexy body wiggled slightly from the force of her bounces while her older, slightly soft body grinded against me.

"I miss the days when I was as tight an firm as you were." Ur smirked "I used to be gorgeous, most attractive girl in town."

"Don't use the past tense." I smirked "You're still gorgeous."

"Stop it, you'll make an old woman blush." She laughed as she rode my cock.

"I don't see any old women here." I smirked "I just see two MILFs."

Ur just laughed and moaned "Oh Lucy…I think I'm going to cum soon."

"Yeah me too." I grunted "Get ready to take it!"

"OH…OH…OHHHH LUCYYY!" Ur moaned.

"HAAAA!" I screamed as I came inside of her warm pussy.

"Well that was wonderful." I smiled as Ur climbed off of my penis "Now shoo, I have guests coming over."

"You're throwing me out already." She pouted.

"You'll get your time later, I'm going first." I said standing up and stretching.

I wandered off to my room, relaxing on my bed while I waited for my guests to arrive. I was already raring to go, my cock was hard and pulsing, ready to cum from just one tug.

"Lucy I'm home!" Sherry called throwing the door open.

"Uhh…" I just sighed "Do you have the package?"

"Tied up and in the basement." She smiled.

"Good girl." I smiled patting her on the head.

I threw on some sweatpants and trotted my way down the stairs. Lyon was tied up, naked and flailing around on the floor.

"SHERRY!"

"Don't yell." I sighed "Listen up good, I have a surprise for you but you need to be a good boy okay."

"What do you have to do with this Lucy?" he asked.

"Don't worry about it too much, I know what you've been up to with Gracie. How brutish and rough, I bet she liked it. Now I let you go, you just need to do me a favor."

I started pulling my pants off "Do me a favor and become a girl."

I whipped out my cock and tickled it so it was ready to cum "By the way I'm a little special but we can talk about that later for now…"

"Let's enjoy this to the fullest."

I stroked my dick and blasted Lyon with my cum, forcing his body to change gender.

"My you look splendid." I smiled as the transformation occurred.

Lyon's face gradually became more feminine, his hair became flat before lengthening down towards the middle of his back, his muscles vanished and his skin grew soft and pale.

"Haaaaa…AHHH!" he moaned as his voice naturally grew higher pitch.

His chest gradually sagged into two round and soft E-cup breasts.

_I think Lori is a good name for her._

Lori moaned and raised her butt into the air as it rounded out. The sexy girl's ass jiggled and became large and bounce, it was so sexy it could put Kagura's to shame.

"That's a nice body." I said smacking her ass "I'm only gonna untie your ankles, get ready for fun though."

"What did you do to me?" she whined.

"I opened up a whole new world for you, stop getting all upset."

I started to push into her "HAAA~" she moaned.

"Things are about to feel great." I said as I let my cock adjust to her tight pussy.

"God your ass is huge." I said "I love it, don't you love it Lori?"

"Who the hell is that?!"

"No yelling." I teased grabbing her breasts as I slowly pumped her "That's gonna be your girl name."

I had my hands on Lori's wide hips, I held them as I thrusted into her, her big butt was wobbling around and clapping together as I fucked her.

"Look at this thing." I smirked as her ass shook "I can only imagine a pair of sexy panties stretched out over that booty."

I gave Lori a few sexy spanks as I kept thrusting into her new pussy, her tits were grinding against the floor and her ass was jerking back and smacking against me.

"I feel that." I smirked "You're moving with me, you like it~"

"OH…so good!" she moaned.

I reached forward and untied the girls arms, she quickly leaned up on them, taking the proper doggie style position. I still held her hips as her big ass slammed against my crotch.

"Do you like this?" I said digging my fingers into her fleshy rump "You're big fat ass."

"It's so soft…and warm." She moaned "I can't…take it!"

"OHHHHH!" she moaned as her pussy shifted and grew tighter in orgasm.

"Yeah that's it…you sexy beast!" I screamed "I'm gonna cum inside that sweet pussy of yours!"

I thrusted into Lori a few more times, her cushy ass slapping back into me, I felt my balls start to tingle and I knew what was about to come.

"Yes…yes….OHHHH FUCK OHHHHH!" I screamed as I started cumming inside the girl.

I pumped Lori full of cum, she seemed to be enjoying having been filled to the brim. When I was done I had her stand up and walk around while I marveled at her perfectly round bottom, I even had her shake it around a bit.

"Well this was fun." I said sitting up "Change back and put some clothes on, I have some people who want to talk with you."

"D-do I have to change back?" Lori blushed.

"Fufufu…" I chuckled to myself "Normally I would encourage you to embrace your female form, but my clothes won't fit over that big ass of yours…but I suppose if you'd like too…"

I took Lori to my closet and let her pick out an outfit, she dressed herself in one of my old outfits, the one I wore during the Grand Magic games, that thing with the crop top and jacket like vest. The top fit nicely but the skirt was stretched out tightly over her ass, to the point where the bottom curve of her ass was visible, she had some underwear on but the panties looked like they might give way to her plump rump at any second.

"It's a little drafty." She blushed.

"Well suck it up champ." I smiled "I've got a big surprise for you."

"I was just turned into a woman." She said trying to pull her skirt down a bit "Nothing could really surprise me more."

"Heh…" I smirked "You'd be surprised."

* * *

**Later**

"To think both my students make such cute girls." Ur smiled hugging the girls.

"Stop it this is embarrassing." Gracie blushed.

"Ur please…" Lori pouted as her teacher held her close.

"You know this is sweet and all…" Ultear said.

"Yes it's all quite touching." Meredy nodded.

"There's just one problem…" Sherry added.

"Yup…" I sighed.

"THIS WOULD BE WAY MORE TOUCHING IF YOU ALL HAD CLOTHES ON!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy learns some…model behavior.**

* * *

**So recently I've been playing the new Hyperdimension Neptunia game on Steam, and the character Plutia has the same English VA as Lucy (Cheremi Leigh) so I tried to had Lucy be a little Iris Heart like this chapter, hell she quotes a whole like at one point.**

* * *

_**Snakebit1995's chapter reviews** _

**Chapter 461- For Whose Sake is the Perfume**

**Boy when did Ichiya get so cool, also Whal's real from looks badass. It's time for the cavalry, things are gonna get good.**

* * *

**Till Next Time!**

 


	124. Model Behavior- Jenny

_Italics indicate thinking_

* * *

**Lucy's POV**

"Yeah, Lucy like." I hummed to myself.

I was laying on bed, reading a copy of Sorcerer Weekly. It was the edition from after Jenny lost her fight o Mirajane…one with naked pictures!

"Ha…" I sighed rolling around in bed.

I laid there and thought to myself.

_You know they wanted me to model for them too…but the whole being pregnant thing put the stop on that. I wonder what it would be like to be a popular model, Jenny and Mira seem to like it, it always was a dream of mine…_

_Oh who am I kidding, I may be beautiful but I'm a mother now, I don't have time…or the body I used to…to be a model._

I hopped off my bed and went and checked on my babies, they looked cute and adorable, like always. I always think, just based on me alone, the future of Fairy Tail looks bright. I can't wait for them to start getting a little older and start to learn magic…it's going to be a little chaotic at first, but I think it'll be great.

"You know…" I said as Mirai played with my fingers "It's been a while since I talked with Jenny."

* * *

**Later**

"Hey thanks for coming out here." I smiled opening the door for the model.

"Thanks for having me." She smiled back.

"I heard there are babies here." She smiled brighter "Let me see, let me see!"

"Eager aren't you."

"I love kids, they're adorable." She giggled as I led her to the kids room.

When we got there Jenny was like…well like a kid in a candy store. She was adoring the babies, tickling them and such.

"So." I said poking her back "When am I going to get adored?"

Jenny giggled "Right now sounds good."

The model spun into my arms and started kissing me. The two of us kissed all the way to the bedroom where I laid Jenny down on the bed and got to work peeling off her dress.

"Lucy~" Jenny moaned as I pulled the top portion of her dress down and exposed her breasts.

"Looks just as good as the magazine." I smirked as I kissed her neck.

"Ugh…don't read that awful thing." She blushed.

"I think it made you look fantastic." I said as our breasts pressed together.

"Well if you think it makes me look good." She smiled "Than I suppose I don't mind that much."

I teased Jenny for a bit by flicking my tongue over her hard nipples and even pinched her breasts a bit. When I was done teasing I laid back and let Jenny get to work.

She crawled between my legs and licked my length, preparing it for her mouth.

"Mmmmm…smells musky." She said licking her lips.

Jenny quickly picked her head up and started slurping down on my cock. I let out light grunts and groans as Jenny went down on me with her experienced lips. As she sucked on me I reached up and squeezed my own breasts, my fingers sinking into the tight but fatty sacs.

"Yeah Jenny…" I grunted placing my hand on the back of her head and pushing her down on my cock "Don't stop."

"GURK!" Jenny gagged slightly as my dick touched the back of her throat.

Even my thighs were getting a little wet as Jenny slobbered all over. For a model she was aggressive with the sex. Her head was bobbing nice and fast, her tits pressing against the bed.

"Oh yeah…I'm…I'm gonna…CUMMMMM!" I moaned as I started to cum in Jenny's mouth.

"GACK!" Jenny gurgled as my seed filled her mouth.

A little dribbled out of her mouth, but she just smiled through it.

"Put it inside me." She said laying on her side and lifting one leg up.

"My pleasure." I smirked laying behind her, her butt against my crotch.

I held Jenny's leg in the air as I lined my rock hard cock up with her entrance, gradually sliding it into her warm wet pussy.

"Hmmm…yes…" she moaned softly "Don't stop."

"Oh yeah baby." I said reaching around and grabbing one of her tits so I could fondle it "I'm fucking a model, so hot."

"Fuck me Lucy, Fuck me so hard!" Jenny screamed.

I kept thrusting, Jenny ass slamming into my crotch, her butt was so soft and warm it made me want to cum right away. As I grinded against her my own tits rubbed into her back, my ass slapped together and I felt my want to cum drawing closer and closer.

"Yes Lucy please!" Jenny begged "Cum inside me."

"That was my plan." I whispered "Get ready to take it all."

"UGH!" I hissed as I fucked her pussy "YESS JENNNYYYYYYYY!"

"OHHHH LUCY!"

I pumped rope after rope of spunk into Jenny, filling her with my fertile seed.

"OH!" Jenny suddenly sat up "That was really…shit."

"What?" I asked.

"Well…I'm not sure if it was really safe to do that and…what if?" Jenny looked a little nervous.

"It'll be fine if you are." I said kissing her name and pushing her back down "Cause I'll take good care of you."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concens.**

**Suggest who you want to see in the future.**

**Next Time- Erza and Mira do a little side experimenting.**

* * *

_**Snakebit1995's Chapter Review** _

**Chapter 462- Battlefield**

**Chapter's taking to long to appear.**

* * *

**Till Next Time!**

 


	125. Mira and Erza's Experiment

_Italics indicate thinking_

* * *

**Erza's POV**

"Boy…that was fun." Mira said as we walked through town.

"It was something special alright." I said as we walked "Spending time as a man was eye opening."

"I see why Lucy likes having her extra parts so much." Mira giggled "It gets stimulated quite well."

"Yes, ejaculating felt very pleasurable." I added.

"Shame that potion was so expensive." Mira sighed "I'd like to try it again more often."

"Hey Mira!"

Lisanna ran up to us.

"What are you guys up to?" she asked.

"We just got back from Lucy's." Mira said "What were you up to?"

"Just got back from waiting on the workers at the guildhall." She said.

_I enjoyed my time as a male, it was very interesting, the sensations, my body feeling totally different…_

"Something wrong Erza?" Lisanna asked.

"Hmm? Oh I was just lost in thought is all."

"What'ch ya thinking about?" she asked.

I peeked over at Mira.

"Erza and I just had some very interesting fun at Lucy's." her sister said "I managed to get my hands on a Chromosome potion, Erza and I turned into Men for a few hours and got to experience life from a male POV."

"Wow you did, that's really cool." Lisanna said "I would have loved to see how you guys looked."

"Yes it was fun." I smiled "But the potions are far too rare and expensive for us to try it again."

"Hmmm?" Lisanna said "I wonder…"

"What is it?" Mira said.

"Come on, there's someone we all need to talk to."

Unsure what was happening Mira and I followed Lisanna to a shop, she went in alone and came back out with a scroll of paper.

"What's that?" I asked.

"I called in an old favor." She said shaking the paper "What you're looking at here…is the recipe for a chromosome potion."

"What?" Mira said "You…"

"Why don't we head home and whip up a batch." She said "The ingredients aren't super rare we can pick them up on the way home and…test it out."

On the way to Mira and Lisanna house we picked up a bunch of ingredients. Before long the three of us were standing around a bubbling pot.

"So…who wants to test it first?" Lisanna asked.

"If we mixed wrong who knows what this thing might do." Mira gulped.

I poured a bottle "I'll do it."

"Are you sure Erza?" Mira said.

"Let her do it Mira." Lisanna said "I can't wait to see Male Erza."

I chugged the bottle and felt nothing.

"I guess we messed up." Mira sighed.

"I was sure we had it right." Lisanna said.

"UGH!" I suddenly felt a sensation "No…I know this feeling…it's happening!"

I felt the feminine parts of my body slipping away and becoming hard and muscular, my breasts sank in to my body and two hard pectorals formed, my hair shortened to a choppy cut, I felt my vagina and clitoris twitching as they morphed and changed shape.

"Ohhhh…." I let out a groan as my voice gradually got deeper.

"Holy cow!" Lisanna smiled "Erza you're a hunk!"

"Thanks." I said.

_My voice is so different._

I had to get out of my clothes because they were so uncomfortable. I stood there naked,, Mira and Lisanna checking me out.

"You're male body is so toned and muscular." Mira said "It's really hot."

Mira walked close to me, giving my taller eye line a view of her cleavage.

"Looks like he likes you too." Lisanna giggled.

Mira and I both looked down and saw my thick penis getting hard.

"Sorry Mira." I blushed.

"Don't apologize." She said running her hand over my abs "It's probably hard for a hot blodded stud like you to resist a model like me."

"Mira?" I said.

She leaned close, pressing her breasts to me pecs "Fuck me Erza."

"MHM!" I gasped as Mira suddenly started kissing me, pushing me towards her couch.

"You're so hot Erza, I want to take that cock for a spin."

"Don't forget about me." Lisanna said lifting her sweater over her head "I want some of that sexy boy to."

"OHHH!" I gasped as the two started licking my cock.

"Mira! Lisanna!"

"It's so thick." Mira said bobbing her head.

"Are balls look good to." Lisanna said licking them.

_My body feels so good._

"Yeah that's it girls." I moaned rubbing their heads as I sat back on the couch "Don't stop."

"You even sound Sexy." Lisanna cooed "I'm getting so wet."

The sight of Mira and Lisanna sucking me, their breasts shaking, their butts moving…it was making me so hard, I had to cum…

"Oh Mira…I don't know if I can hold on much longer." I groaned.

"Come on Big Boy." She smirked tightly grabbing my cock with her hand "You can hold on just a little longer can't you."

"Mira!" I hissed digging my fingers into the couch.

"Don't be mean sis." Lisanna giggled "Let the man cum."

"Okay." Mira sighed "Go ahead Erza."

"HAAAAAAA!" I grunted as I felt my extra part start to twitch and shot off ropes of jizz.

"I don't want to wait." Lisanna said straddling my waste "Get that cock in me you stud."

"UGH!" I grunted as I quickly started thrusting into her.

"OH YES!" she moaned "So big. Fuck me Erza, Fuck me!"

"Look at that." Mira smirked leaning back and rubbing her pussy "My best friend is fucking my little sister…"

I reached back and dug my hands into Lisanna big butt and she braced herself on my pecs.

"Erza!" Lisanna moaned "You're so hot!"

"I am aren't I." I smirked "Mira come over here."

"Hmm?" Mira sat next to me.

I took my hands off Lisanna's ass and started grabbing Mira's big tits, popping one of them into my mouth so I could suck on them.

"Oh Erza!" she moaned "You're tongue!"

I swirled my tongue around in her mouth, flicking my tongue around her nipples. Lisanna kept bouncing up and down on my cock, moaning as my girth stimulated her.

"Please Erza!" Lisanna begged "Please cum!"

"OMMM!" I moaned as I sucked on Mira's tit.

Lisanna was growing tighter and I couldn't last for long, she slammed her ass down a few times and I was pushed over the edge.

"GAHHHH!" I groaned as I started pumping Lisanna full of Cum.

Lisanna rolled off my cock and I heard someone whistle.

"Oh Erza~" Mira cooed.

I looked over and saw to model spreading her pussy lips "Don't forget about me."

"HA!" she gasped as I jumped on top of her and started plowing her.

"You're so tight Mira." I said reaching out to grab one of her tits with my strong hands.

"Oh Erza!" she moaned "Don't stop, please…I want to feel you cock deep inside me!"

I kept fucking Mira, in the meantime Lisanna was dry humping the couch to pleasure herself to the sight.

"Yeah…Mira I'm so close!"

"Cum, Cum for me Erza!" Mira moaned.

"Ha…ha…OHHHH!"

"ERZA!"

Mira and I both orgasmed and I started filling her pussy up with the cum from my heavy balls. After that Lisanna and Mira made me fuck them a few more times, even during the breaks I felt the urge to jack off with my hard thick cock.

"OHH!" I moaned as I stroked my cock "So horny."

"Erza." Mira smiled softly "I think your times up."

"Huh?"

I looked down and saw my breasts were starting to grown back and my hot muscles were growing soft.

"Not yet!" I growled as I jerked faster "One more!"

I felt my cock shrinking in my hand as I stroked it, my breasts gradually growing larger and shaking with my movements, my hair was starting to tickle me as it got too long to managed.

"Yes…yes…OH YESSSS!" I moaned as I came for the final time before my dick shriveled away and I was back to being a girl.

"Ha…ha…incredible." I panted.

"You looked so hot like that." Mira said "You know you're a real hunk when you're a guy."

"I remember you're male form being quite the looker as well." I smiled.

"Well how about we see what I look like?" Lisanna said with one hand on her bare hip and the other on a cup of the potion.

"I'd like to see."

"Same here." Mira and I said.

"Well ladies, let's do it." Lisanna said sitting between us and lifting the cup to her lips.

Lisanna chugged the drink and in a few seconds she was changing genders. Her hair changed to be shaped more like Jellal's as her face became more square and masculine. Her breasts and ass soon flattened out as her body kept converting.

"Oh…oh yes!" Lisanna groaned as her voice grew deep.

_It felt like my insides quivered from that moan._

Lisanna grunted as her body started to get slightly taller, gradually gaining muscle mass.

"Fuck!" Lisanna hissed as her biceps bulged and her pecs grew larger.

Her muscles grew like a bodybuilders, she was even bigger and stronger looking than my male form.

"Erza look!" Mira gasped.

I looked down to where Lisanna was growing her cock, it was HUGE!

"Holy cow!"

"UGH!" Lisanna hissed "It's not done yet!"

Her cock got thicker and even longer.

When Lis was done changing she had a body like a weightlifter and her cock was well over a foot long.

"Lisanna…" Mira gulped.

"Wow…" I said licking my lips.

"Damn." The man said in a very deep voice "Well, how do I look?"

"Sexy as hell." Mira said.

"I've never see a cock so big." I gulped.

"Well why don't you two sexy babes and I have some fun?" he asked lowering his huge arms over our shoulders to play with our tits.

Mira was already Stroking her new brothers cock and I was rubbing my body against Lisanna's muscular frame.

"You know I had fun with you two." I said "How about you treat me."

"HYUP!" Lisanna stood up and lifted me into his arms before lining himself up with my pussy.

"HAHA!" I laughed at his powerful strength.

"I can't wait to get in that pussy." Lisanna said lowering me down and slipping his cock into me.

"OH MY GOD!" I screamed "It's huge!"

"This is what it's like to be a cock in a pussy." Lisanna growled.

I started rolling my body to match Lisanna's thrusts, his foot long plus cock was penetrating me with force. My big breasts bounced in unison with her and I saw that Mira was having fun playing with herself as her brother/sister fucked me.

I kept matching my movements to Lisanna's, begging him to fuck me harder, I wanted to feel all of that huge dick in me.

"Erza!" he grunted squeezing my ass with force "I can't take it."

"So be a man!" I moaned "CUM!"

Lisanna gave me one more strong thrust before I started to feel myself filling with his jizz. When he was done cumming he lifted me off and laid me on the couch before going over to the doggie style Mira who was begging to try his cock.

"Mira you're so hot!" he growled "You make me so horny sis."

"Fuck me you hunk of muscle!" she begged as her tits shook around "Don't you ever slow down."

I watched the two siblings fucking, the big strong man pinning his sister down as he fucked her with his huge thick cock. Lisanna made for a pretty hot guy, big, muscular, big cock, all around something that could make a girl wet just from a glance.

When Lisanna was done fucking Mira she went over and drank some potion and turned into her attractive male form, she now looked more like a male model and less like a female one.

I laid down on top of Lisanna's muscular body while Mira lined his long length up with my ass hole.

"Come on." I encouraged the two brothers "Do me."

The two sandwiched me between them with a grunt and started pounding my pussy, my soft breasts smashed into Lisanna's powerful pecs, and my big ass slapped into Mira's crotch. The two grunted and growled as they plowed my holes.

"Both of you…do it please cum in me!" I begged.

"Ha!" Mira moaned.

"OH!" Lisanna grunted.

"ERZA!" they moaned as they started filling my body up with cum.

After that I had my fun with the boys, sucking them, fucking them, they had time to jerk off if I was riding the other dick, but after a while time was up and the two were starting to turn back into girls.

I noticed when I was getting fucked by Mira, something started poking my chest and I saw his chest was budding. Nearby all the sexy muscle was melting off Lisanna as his huge cock started to shrink in his hands.

"Hurry Mira." I moaned as I felt his cock getting smaller.

"UGH!" Lisanna growled he was hunched over, grabbing a growing breast with one hand jacking off his shrinking dick with the other.

"Erza!" Mira moaned "I'm…I'm gonna…"

His face was looking more feminine.

"Do it!" I begged.

"ERZA!" he moaned as he managed to cum just as his cock finally faded away.

"That stuff is incredible." Lisanna said licking the cum off her hands as the last of her muscle and girth disappeared.

"and we've got the recipe." Mira smirked.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future, the story will be on break next week.**

**Next Time- The Vampire AU, finally.**

**Originally the girl's turning into guys was only going to be in that one chapter but I just had to do more.**

* * *

_**Snakebit1995's Chapter review.** _

**Chapter 463- Black Velvet**

**Chapter was okay, I was never really one for " MCs feat of unbelievable strength" chapter.**

* * *

**Till Next Time!**

 


	126. SS29- Ten Little Indians 2

_Italics indicate thinking_

**Here's just a short little thing I threw together for Thanksgiving. It's a second part of the Indian AU I did this time last year, it's kinda thrown together last minute.**

* * *

**Chief Lucy's POV**

I sat in on the throne in my tent, some of my ladies at my side. Meredy and Juvia were there, ready to tend to me at a moment's notice.

"Well my warriors." I said adjusting my headdress slightly "How was your latest excursion?"

"It went well Chief." Erza bowed.

"We were able to rout the enemy." Bisca added.

"Did you conquer those fools?" I asked.

"Of course, we brought their chief here."

"Very good." I said looking at the fool on his knees.

"Chief Dragneel." I smiled "Aren't you happy…I let you live."

"Screw you."

"How rude, be nice, I hold your life in my hands." I smirked "How did the test go?"

"Perfect milady" Bisca said "One shot from the new darts Wendy designed and they were rendered unable to fight."

"So it worked." I smiled "Perfect, bring them in."

Erza and Mira ushered the enemy in, about four people in total, two with dark black hair, one with dark blue almost black hair and one with platinum blonde hair, all of them women. All of them had their hands tied back and their mouths stuffed.

"You see Natsu." I said standing up "The poison on those darts was a special design of my Shaman Wendy…I had her make it, it's capable of turning men into women, but I take it you can see that with your own eyes can't you."

"You bitch." He growled "Turn them back.

"I can't do that." I smiled "Wouldn't you know it's irreversible…besides, now that I've conquered your tribe you'll all be assimilated into mine, and this is an all-female tribe."

"They all turned out well, but I don't know if some can be warriors any longer" I said looking at the three.

"I mean look at the huge tits on these two." I said grabbing the huge busts of the two girls with long black hair "ones these big would only get in the way in a battle…but I bet they'll make wonderful nurses for the children, I think they'll make lots of milk. Do you think so too Ultear?"

"Yes Milady." The wet nurse said "They will make great additions to the group, we can get started with them when you wish."

"You can get them started now."

"Rogue! Gajeel!"

"No." I looked at Natsu "They're Gabby and Rachael now."

"And these two…" I said touching the other new girls "They may still be able to be useful on the battle field. What are their names?"

"Gray…and Sting."

"I prefer Grace and Stacy myself." I smiled as I ran my hands over their naked crotches.

"Mmmmm!" the two gasped as I pulled the gags out and forced my tongue into their throuts "You're mine now…understand."

I quickly had them tied back up before I went over to Natsu.

"Seeing as those four won't understand." I sighed "I'll have to make an example out of you to keep them in line."

"What? GAH!"

I poked him with a dart and watched his body begin to change, long pink hair, two big tits, nice hips, I was kinda sad to see his big cock go, but the pussy that replaced it was worth it.

"Well Natasha." I smiled "I think you'll make and excellent concubine."

"I…I can't believe this." She said grabbing her breasts "No!"

"Don't worry." I said laying her down and rubbing her supple thighs "In a few seconds you'll start to love this."

I teased her fresh pussy before I took my cock out "So now…Learn your place!"

I immediately shoved all of me into the new girl and started fucking her in front of everyone to assert my dominance over her former tribe. Natasha could do nothing but moan as I ravaged her body, I grabbed her fat tits and pounded her new pussy.

"No…no….Stop…" she begged.

"Come on you little slut." I cooed "You know you can't resist."

"No…no…" she moaned louder as her hands dug into my back "OHHHH!"

_Got her_

"PLEASE!" she begged "Don't stop! Fuck me!"

I smirked "Good girl."

I started thrusting my hips faster and faster, giving Natasha what she wanted. Nearby her tribe looked on in shock as their broken chief begged to be treated like a girl, asking for my thick cock in her pussy. Soon they were squirming in place as their pussies glistened with arousal.

Now that we had them all hooked I gave Ultear the signal to inject Gabby and Rachael to make them start lactating and ready for nursing. Their nipples got hard and started to spray out milk, they looked like ripe juicy melons. The other two I let Erza and Mira drag off for training.

"It's great to have you here." I smirked as I fucked Natasha "Understand, now you, all your land and all your people belong to me."

"Yes! Yes!" she moaned as her body was racked with an orgasm "It's all your Chief Lucy! Please, just don't stop!"

"Oh I won't." I smirked as I felt my balls tingle "To celebrate the assimilation of your tribe, why don't you…"

I leaned back and thrust hard forward as I felt my body start to cum "HAVE MY BABY!"

I filled the girl to the brim with cum, making sure I was successfully impregnating her. I pulled out and left the new woman in ecstasy on the floor.

"What now Milady?" Juvia asked as I sat on my throne.

Her and Meredy quickly began washing me and readjusting my clothes.

"Clean her up next, and then start planning for our next conquest, I want to control all the land from here to the skies!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free ot message me any questions or concerns.**

**Had fun throwing this little thing together last minute, I'll be off all of next week.**

**Have a great Thanksgiving!**

**Till Next Time!**

 


	127. Queen of the Night 1

_Italics indicate thinking_

**This is part 1 of the Vampire AU**

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**Yukino's POV**

"I'm surprised you called me here sister." Sorano said taking a seat.

She was dressed in a tight hourglass like black dress, I was dressed similarly, only mine was white. We were in the middle of a busy high class restaurant.

"It's been a few days since our last chat." I said "I thought I'd check in one last time."

She glared at me from across the table "You're making a big mistake Yuki."

"No sis." I said standing up "You and the others are the ones making a mistake."

She grabbed my arm as I walked passed her.

"HISSS!" she flared her fangs and eyes at me.

"HISSS!" I snapped back at her.

"This is your last chance." She hissed "Leave the brood now and it's over."

"You and yours are finished." I said pulling my arm free "I'll be the one running this town soon."

I headed out of the restaurant and onto the streets, I suppose I should fil you in, my name is Yukino Aguria, I am a vampire. I was a member of the Aguria family, it's run by my older sister Sorano, the closest thing I can compare it too is a mafia, the vampire mafia. She and her brood run the city of Magnolia from the shadows, shaking down business, roughing up others who try and step in, she has this town in an iron grip…and soon it will be mine. I'm gonna control this place, I'm gonna run this town.

Vampires are powerful creatures, very fast, very strong, we can go out in the sun but it's very exhausting and our skin does burn easily, yes we feed on the blood of human, I'll have you know it's quite delicious…oh and we're super hard to kill, Sorano and I have both had a few assassins come after us, there's not much left of them.

I've lived for a long time, I remember the times before cars and electric…how I became a vampire though…a lot of that is a blur, I just know that you stay the same age as when you were bitten and I was bit around my 18th birthday.

Oh and we have one other…bonus from being Vamps, we also become Futanari, it's strange, why would a vampire need a penis, I don't know, go ask Mother Nature.

Now then since I'm such an ambitious girl I left Sorano's brood with the intent to start my own, there was only one issue, one vampire won't last long on her own, and I needed some followers quick, not to mention I was starving.

A vampire can bite in two ways, one is just to feed, we break the skin and suck some of the veins dry, usually this makes the victim pass out, only to wake up having forgotten what happened. The other way we bite is to infect, we have venom like substances in our fangs, if you let the ducts leak the venom will spill into a human, turning them into a vampire.

I've never turned anyone myself, so I wanted to make sure my first was special. I took a big jump to the top of an abandoned warehouse, I was planning to use it as my new base, to start scouting out for a nice meal. Men and women of all shapes and sizes passed under my feet, but none tickled my fancy…then I saw her.

A blonde, long hair tied into a ponytail, she had big bouncy breasts and her butt wasn't too bad either. Judging by the bag she had with her I took her to be a student at the local college.

"She's the one." I said licking my fangs "Now…to get her to follow me."

I jumped off the building and slipped into the building, I peeked out the window and saw my target passing by.

I quickly whistled "In here."

"What…who's there?" she said looking around.

I sprinted over and opened the door before vanishing again "Come in."

"This is weird." The girl shivered "Who's there?"

"Come inside and find out."

"This better not be some dumb prank." She growled slowly walking in.

The second she passed the doorframe I dashed over, slammed the door closed and grabbed her from behind.

"AHH Let me go!" she cried squirming "HELP!"

"This will only take a second." I whispered as I displayed my fangs.

***BITE!***

"HAAAA!" the girl cried as I sank my fangs into her neck and started to suck her dry.

_She tastes delicious._

I clicked the ducts on my fangs and started to let my venom flow. I saw her body changing before me, her skin got paler, as she moaned I could see her teeth shaping into fangs, in front I saw her shorts bulging slightly.

"Gah!" I pulled my fangs out, taking a nice breathe of air.

"Ha…ha…ha…" the girl fell to the floor panting "What did you just…?"

"Welcome." I smiled "My name is Yukino, I have so much to tell you."

The girl felt her mouth, pulled her shorts back and saw her new growth.

"What…happened to me." She cried.

"Simple." I said "I bit you, so now you're a vampire."

"A what…?"

"A vampire." I said "You'll be the first in my brood…what's your name?"

"L-Lucy." She mumbled.

"Well Lucy." I said licking my lips "I suppose you have a lot of questions…I can answer them later but first."

I pushed her back onto the ground, her large bust wobbling as a result, I yanked her shorts low and saw her cock looking hard, I moved it and her balls out of the way and saw her sweet pussy. I leaned down and licked it, making her moan before I threw my dress off and prepared to fuck her.

"Are you gonna…?"

"I'll answer all your questions in a second, just let me have my fun first." I said "After all you'll be taking orders from me now."

"What…OHHHH!" she screamed as I forced my cock into her.

I started thrusting my hips, forcing my cock in and out of the girl, she only moaned and rocked with me, our breasts bounced in rhythm, jiggling and slapping around. Lucy's cock slapped around a bit as I pounded her pussy, I was enjoying her pussy. When I was with Sorano I had sex pretty frequently, so I planned on keeping my libido satisfied.

"OH…this…feels so good!" Lucy moaned, throwing her head back.

"We have very sensitive parts." I smirked as I looked at her "So sensitive I might cum aready."

"Please…I need it!" she begged.

"OHHHHH!"

"YESSS!"

The two of us screamed as we orgasmed together, after which I slowly pulled out of Lucy.

I explained to Lucy my plan to take over the town, I managed to convince her she couldn't go back to her old life, her need to feed would be to strong. With nowhere else to go I offered her a place with me, she was hesitant but she agreed, I was the only Vampire she knew, the only one who could teach her how to live her new life.

"I really don't have a reflection…" Lucy said looking at her phone "This is…so strange."

"Get used to it." I smirked "You'll be seeing it forever."

"I…I guess I will." She said touching her face.

"So Lucy…" I said changing my clothes into something more casual "Are you hungry?"

"I…I do feel something poking at me." She blushed.

"Well then let's go find a nice midnight snack." I smirked licking my fangs.

"Right now?" she asked.

"Yes why, is that a problem?" I asked.

"Well I had some things I was hoping to get from my apartment." She said "I mean my roommates are gonna wonder where I am, It's not like me to stay out this late."

I smirked "Well then let's kill two birds with one stone."

* * *

**Later**

"Lucy you're home." A small girl with short blue hair said "I was wondering when you'd get home, late night studying?"

"Something like that." Lucy laughed "Levy this is my friend Yukino."

"Pleasure." I said shaking the girls hand.

"Must be cold out, you're a little chilly."

"I guess I am." I smiled.

"How come you've never told us about this girl?" another girl said walking up.

"Oh hey Mary."

This other girl was more well-endowed then the first, she had purple hair, part of it was highlighted in white, one thing both of Lucy's roommates had was great asses.

_They both look delectable._

Lucy and her friends chatted for a bit and so they were getting ready for bed.

"Look at them Lucy." I whispered "Don't you want to just jump them?"

"They…do look good." She gulped.

"I'll take the busty one, you have some fun with Levy."

We tiptoed behind the two and popped our fangs out "HISSS!"

"GAH!"

"HAAA!"

We sunk our fangs into their necks and started draining their delicious sweet blood. Once I had my fill of Mary's sweet red nectar I pushed her down and tore her pajama top open, quickly grabbing one of her breasts before pulling her bottoms off and started to fuck her.

Nearby Lucy was taking Levy Doggie style, having their blood sucked had disoriented the women and made them confused and drowsy, they just sat there and took it.

"This feels so weird!" Lucy moaned "Levy's so tight!"

"This one's not bad either." I smirked as I rolled my hips against Mary.

Lucy and I fucked the two women, they only moaned as they took our cocks, I was enjoying watching Mary's big breasts wobble around. I looked over and saw Lucy's big boobs shaking all over, it was hot.

"I'm…I'm gonna HAAA!" Lucy moaned as she started cumming inside her friend.

"YEAH!" I growled as I came inside of Mary.

"What…what happened?" Levy mumbled.

"I feel so tired." Mary added.

"Don't worry girls." I smirked licking my fangs before them "You'll never be tired again."

"AHHH!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Well I finally got something for the Vampire AU, I hope you liked it.**

**Next Time- Lucy hangs out with her spirits for a while.**

* * *

**Snakebit1995's Chapter Review**

**Chapter 465- 400 years.**

**I wonder how Lucy will feel when she learns technically Natsu and the others got her mom killed? Also Time travel again Mashima, I hope you know what you're doing...like if things from.**

**I'm not sure how I feel about this whole existential crisis that we'll likely get into, it already feels annoying and drawn out.**

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**Till Next Time!**

 


	128. Spirits and Yukino

_Italics indicate thinking_

* * *

**Lucy's POV**

I was stirred from my sleep by a knocking on the door.

"Who is it?" Flare asked as I adjusted my arm around her waist.

"At this time of day…I don't know." I sighed sitting up.

I adjusted my clothes and started to head towards the door, I felt bad leaving Flare alone in the bed like that. I love all my girls, but Flare…she's probably the closest thing I have to an actual girlfriend, we sleep in the same bed sometimes even without sex, lately she's been convincing me to go back to sleeping in clothes, something about too many children around for me to be naked. I love Flare so much, she does a ton to help me with the kids.

"Hello?" I grumbled half opening the door.

"Morning!" a chipper voice smiled.

"So what brings you out here?" I asked opening the door for Cosmos and Kamika "Does Hisui need something?"

"Oh no." Cosmos laughed nervously "We just…came to say hi."

Kamika smacked her on the head "May we come in?"

"Sure." I said opening the door for them.

The two came in and took seats on the couch.

"So?"

"Well Lucy you see…" Kamika hummed "umm…Cosmos has something to tell you!"

"What no! You do it!"

"Oh no, I walked here you say it!"

"No you! I insist this is a very important moment for you."

"Girls?" I sighed.

The both stopped.

"Well this isn't easy but…" Cosmos sighed "You know how to grow a tree you have to plant a seed?"

I just sighed and put my head in my hands.

_I know where this is going._

"Just say it." I sighed.

The two both sighed with me.

"You're pregnant."

"We're pregnant." They both nodded.

"You got me up at Six AM for this." I mumbled "I'm going back to bed."

"Lucy this is important." Cosmos pouted.

"You're pregnant, it's mine, congratulations to me, I've already got one on the way with Levy, two more can't shock me that much. I'm tried, I'm going back to bed." I sighed "One quick thing…both of you, at the same time?"

Kamika just shrugged "They say when you live with someone for a long time your cycles sync up…Cosmos and I have known each other for a long time."

"We're best pals but I never thought we'd end up pregnant together." Cosmos said "Heck I assumed the princess would knock us up before you."

"Yeah, how do you know they're mine?" I asked.

"Timing fits." Kamika nodded "The two of us had not been intimate with the Princess for some times, as long as you stayed in the castle you were the only one we lied with…it was her orders."

I growled under my breath "She shipped them off so I'd be the one to be the father…damn her."

I left Cosmos and Kamika on the couch, told them they could move in to an empty room. The house was getting bigger, I was having spare guild workers come in and build an addition.

"What was all that about?" Flare asked as I crawled back into bed.

"Think you can manage taking care of two more?" I asked.

* * *

**Later**

"Thanks for helping me with this Yukino, I need a de-stressor." I smiled.

"I'm sure you do." She laughed "Finding out three of your girlfriends are pregnant in quick succession would tire anybody out."

"Make it four." I rolled my eyes "Remember I told you Kagura came over and was all about me staying inside her, she said she wanted to get pregnant. Wouldn't shock me if there's more at this point…seems like I'm extra fertile these days…seeding a lot of field so to speak."

Yukino just laughed and kissed me "Perhaps you should stop depending on us for protection and get some condoms."

"Those are for losers." I smirked as we fell back on the bed.

We started kissing softly, I reached up and began to unbutton Yukino's top, gradually moving my free hand along her sides. She giggled as I reached around back to unclip her bra and play with her bare nipples.

"So?" I asked as I teased her nipples "Wanna call some friends?"

"Sure." Yukino smiled.

We both took out our keys and prepared for some summoning.

" **Aries! Virgo!"**

" **Libra, Pisces, Ophiuchus!"**

The five spirits appeared before us, they only looked at us and smiled before joining us on the bed. We all huddled up and started kissing, our bodies knotted in a sexual pile. I was focusing my ministrations on Aries, digging my fingers into her large breasts, pinching her soft body and making her moan. Yukino was being teased by her spirits and Virgo was already hard at work pulling my shorts off.

"HA!" I gasped before moaning into my kiss with Aries, Virgo had pulled my dick out and started to lick it with her expert tongue.

"Oh Lucy!" Aries moaned as I brought one of her breasts up to my mouth and flicked my tongue over it.

"Don't leave me behind." Yukino said crawling next to Virgo and helping her tickle my cock "HAA!"

The white haired girl moaned as her dark skinned spirit separated her master's cheeks and began to eat out Yuki's sweet pussy.

Next to her the snake and the fish were tied up in a 69 position, licking at each other and eating each other out.

I felt Yukino and Virgo begin alternating taking me into their mouths. They'd inhale my cock, give it a few sucks, swirl their tongues around and then pass it off to the other.

"Oh Princess you're so big." Virgo sighed.

"HAA!" Yukino gasped letting my cock out of her mouth "Libra!"

"Mistress you're so wet." The spirit said licking harder.

"Yeah…that feels so good." I moaned as Yukino sucked me off "I can't last much longer…get ready!"

"AHHH!" her and Virgo opened their mouths to accept my semen.

"OHHH YES!" I moaned as I started orgasming, shooting cum onto their faces.

"So who's first?" I asked looking over the Spirits.

"Please Lucy." Aries said laying back and spreading her legs.

"Sure thing." I smiled kissing her, slowly lining myself up with her snatch before I gradually slid inside her.

Aries moaned at my size but I wasted no time thrusting my hips, slowly pleasuring her. Her big soft melons wobbled around and I only smirked in satisfaction. I suddenly felt my own large bust get grabbed by Pisces.

"Well if it isn't the MILF." I smirked "Here to play?"

"You're quite the MILF yourself." She smirked back as she grabbed my ass while I plowed Aries.

I heard loud moaning coming from Ophiuchus and Yukino. I looked over and saw Virgo was in her Bimbo for, her fat cock sliding in and out of my fellow Spirit wizard, at the same time the sexy nurse was being licked by her Master's expert tongue.

"LUCY!" Aries gasped "I'm sorry…I'm can't take it…I'm cumming!"

I felt Aries get tight, making it difficult for me to thrust into her, I kept going though, stimulating the both of us until I was ready to pop.

"OH! ARIES!" I screamed as I started cumming inside of her, filling her with my seed.

I pulled out of Aries and was immediately flipped on my back by Pisces who quickly straddled my waist and began to ride my cock without giving me a second to catch up after Aries.

"Yeah! That's nice." She moaned as she rolled her hips.

"Damn you were ready for this." I smirked.

"I've been craving this dick for a while now, haven't seen you in ages." She said "Libra's good for a lick but nothing beats the real deal…OH and especially when it's this big!"

"Glad you like it." I smirked as I held her hips.

"You'll do me next right?" Libra asked lying next to me.

"Sure thing." I smirked.

Nearby Virgo was pounding Ophiuchus doggie style, her massive tits pressed against the green haired girl's back.

I started lifting my ass to meet Pisces bounces, her mature, slightly sagging yet firm, breasts bounced around, my ow jiggle boobs shaking all over, rolling against my face and slapping on my chest.

"Like…Oh yes!" I heard Virgo scream "I'm gonna fill you up!"

"OHHHH!" the nurse moaned as the maid pumped her full of sticky jizz.

"Damn." I hissed, watching the two cum together pushed me to the breaking point.

"Yes…yes…YESSSS!" Pisces screamed.

"OH FUCK!" I moaned as the two of us orgasmed together.

This time I was given a moment to catch my breath before Libra got in a strange pose and asked me to enter her. She had one foot behind her head and the other off to the side.

"Is that comfortable?" I asked.

"It shall suffice." She said.

"Okay…" I shrugged slowly sliding into her tight hole.

"OHHH perfect." She groaned "Stimulate me…"

I rolled my hips, slowly fucking Libra. My big butt slapped it's cheeks together, making a nice sound.

"Well that looks totally hot." I heard a high pitched voice giggle "Look at that big booty."

"AHHH!" I gasped as Bimbo Virgo pushed her fat cock into my ass "A little warning next time!"

"Hehe!" she giggled "Sorry."

My Spirit started pounding my big ass, gently smacking the cheeks and making it jiggle more and more.

"Gosh Princess." She giggled "You're so bouncy back here."

"UGH!" I grunted at the pressure of the cock in my ass and the tightness of Libra's pussy "Yeah I get that a lot."

My tits pressed together with Libra's, our skin tones clashing in a sexy show. My big butt kept slapping against Virgo's crotch, making its loud slaps and jiggles.

I could feel my ass shaking, my tits jiggling, I wasn't gonna be able to last much longer. Libra was letting out sexy moans and groans and Virgo's cock made me feel stuffed and soon I was preparing to cum.

"Oh man!" I screamed "I can't…I'm…HAAAAA!"

"PRINCESS!" Virgo yelled as I felt my ass filling with cum.

"UGH OHHH!" I moaned as I filled up Libra who was shaking with a violent orgasm.

The seven of us devolved into a orgy of licking, sucking and pure sexual interaction. Soon we were exhausted, the spirits had passed out and now it was just me and Yukino, the short haired girl rubbing a hand of my fat ass.

"You know this thing really is big." She smiled.

"Will everyone stop making such a big deal about my ass okay!" I groaned "Yeah we get it I gained some weight and got a little junk in the trunk."

Yukino giggled "Sorry it's just cute to see you get so twisted about it."

***THUNK***

"YOU!"

My door was slammed open and someone sounded pissed.

"Yes?" I said looking at Jenny "What's up?"

"RAHH!" she screamed storming over to me "My career is over!"

"Huh?"

"LOOK AT IT!" she said thrusting something into my face.

"Oh…well shit." I said.

It was a stick…with a big smiley face on it.

"How can I be a model if I'm fat and pregnant!" she growled.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**In case you lost track right now the following people are Pregnant- Levy, Cosmos, Kamika, and Jenny.**

**I can tell you know, there are two more who are pregnant right now…if you read the Family spinoff "The Heartfilia Family" you already know who it is…the 16 year olds are coming.**

**Next Time- I'm not sure yet, I don't want to progress the cannon plot but…IDK**

**Till Next Time!**

 


	129. Christmas Special

_Italics indicate thinking_

**Here's the Christmas Omake as a Futanari Lucy Chapter.**

* * *

**Lucy's POV**

"Merry Christmas!" we all cheered.

Erza, Wendy, Carla, Juvia, Gray, Natsu, Happy, Flare, and Gajeel were all at my house for a little party, we had invited Levy but she said she didn't think a party would be good for her pregnant tummy.

"Come on Lucy have a drink." Erza said pouring me a glass.

Erza was wearing a cute little Santa outfit, it was pretty hot.

_You've already had a few too many…_

I didn't want to kill everyone else's flow so I went along with them, I kept myself in check just in case there was an emergency. I knew how some of the other girls got when they were drunk, notably, Juvia starts to cry, Wendy just crashes real hard, Carla becomes demanding and Erza just gets downright mean, hell I know I even get a little too touchy… Flare though…I had never seen Flare drunk…

"YEAH! TAKE IT OFF BABY!" she cheered pulling her dress down "WOHOO!"

she gets really naughty, she was on the table shaking her big breasts for everyone, the guys were really into it.

"Yeah you like this you sexy things." She said bouncing her breasts in her hands.

"Keep it together~" I whined trying to pull her off the table.

"PARTY!" she yelled as I hugged her to the ground.

The party continued, at one point Natsu and Gray tried to leave but Erza nearly killed them to put a stop to it.

"Natsu~" I was hanging off him "Purr for me."

"What no!"

"Turn into Natasha and purr for me." I pouted.

"Happy's a cat, go ask him!"

"Purr…" Happy turned into his catgirl form and swayed his tail as I tickled his chin.

"Kitty." I smiled.

"YEAH LUCY!" Flare tackled me "Let's do it right here, everyone can watch us fuck!"

"I was petting Happy." I pouted "And when did you change clothes?!"

Flare was now wearing a sexy Santa outfit like Erza.

"ENOUGH!" Erza roared "All you dumb teenagers need to knock it off, you need to be curbed, Guild Master Game!"

She was holding up a cup with sticks.

"Yay a game~" I smiled.

"I love this game!" Flare kicked her feet "Fun stuff always happens."

The game is simple, each stick is numbered and one has a crown on it, if you draw the crown you can issue a command to the other numbers. In order to keep things a little even Erza forced the guys to change into their female forms...they looked so sexy.

We all reached in and pulled out a stick.

"I'm the Master!" Erza cheered.

"This is rigged." Natasha mumbled.

" **Number 7 must…" Erza squinted "Strip Naked!"**

"GAH!" we all gasped.

"Dammit…" Gabby sighed.

"DO IT!" Erza roared.

She pulled her top off, letting her big tits flop out, the big breasted girl nervously sat on the floor.

"Lucy I'm scared." Flare shivered behind me.

"Yeah me to." I gulped as we all quickly sobered up.

"This feels dangerous." Juvia nodded "Let's stop."

"NO WAY!" Erza glared "Now draw."

"And the Master is…"

"It's me." I smiled.

"Let'em have it Lucy!" Erza roared.

" **How about…number 1 and 5 shake hands."**

"LAME!" Erza groaned.

"Orders are absolute." I pouted as Flare and Juvia shook hands.

"You're totally missing the point!" Erza groaned "The real joy of this game is making people embarrassed and forcing them to do sexual promiscuous things! Reveal secret desires and truth, that is the joy of this came."

"So your secret desire was for me to get naked?" Gabby asked "Also can I put my clothes back on yet?"

" **As last master I invoke the right to overrule the current Master, 1 & 5 must grope the breasts of the master!"**

"HA!" I moaned as Erza slapped my breasts around.

"Hmmm…" I bit my lip as Juvia and Flare each grabbed a breast.

"Please forgive me Lucy-Sama." Juvia sighed.

"Sorry…" Flare whispered.

"And the Master is…"

"Yay I'm master!" Happy jumped up, her breasts jiggling slightly.

"Don't be mean okay." Carla pouted at her friend.

" **Number 3 must slap 10 on the butt."** Happy smiled.

"Atta girl." Erza gave the cat a thumbs up.

***SLAP***

"HA!" Gabby let out a small moan as Natasha spanked her.

_That was strangely hot._

We kept going, Wendy got Master next and took the game to a darker level.

" **Number…6." She said with a creepy smile "I'm gonna ask you a question, you have to be truthful."**

_Oh no what is that dirty mind of her's up to._

"Yeah?" Natasha asked.

"What's the best cock you've ever had?" she smirked.

Natasha just gulped.

_Me obviously._

I smirked to myself getting ready to hear her sing my praises, I saw Gray was doing the same.

"Orders are absolute!" Erza roared "Answer!"

"Umm…Uhh…" she gulped before whispering.

"Come on speak up!" Erza yelled.

"The best cock I've ever had was…was…"

"Yeah, yeah!" Wendy's eyes were wide.

"Romeo!" she yelled out.

"WHAT?!" we all groaned.

_Beaten out…by some no endurance kid!_

"HAHAHAHA!" Wendy rolled around laughing "That's…that's so good, you picked him over Lucy! It must have been worth it!"

We put that behind us and Flare became Master **"8 and 9 must embrace for a full minute."**

"Well this is easy." I smiled as Gracie and I hugged, sharing body warmth and the squishiness of our chests.

We completed our task and drew for the next round.

"I'm Master again!" Erza cheered.

"We're going back to hell!" we gasped.

"You all have no courage, I will give true orders." She yelled **"Number 5 must strip and dance in the nude!"**

"Aw man." Natasha sighed unzipping her top.

She sexily started to remove her pants, grinding her butt against the air as she rubbed her arms over her body.

_Damn…that's it._

I felt myself straining to not just have my cock rip through my shorts.

"Please don't be mean Erza." Flare pouted.

We drew again.

"I'm master again!" Erza smiled.

"This is rigged!" Grace yelled.

"No more stripping." Wendy said "It's annoying."

"Shut up!" Erza yelled "Request denied."

" **Number 1 get naked, get on all fours and shout out the name of the person you love!"**

I looked at my stick.

_6 thank god I don't have to choose a person, that could get ugly._

Gracie, who was for some reason already naked, got on all fours and called out for Ur.

Some force of the universe kept giving Erza the magic stick, and she kept giving out weird, somewhat sexual orders.

" **3 & 5 must dress like doggies in bikinis and bark!" **

"Woof." Carla deadpanned.

"Bark! Bark!" Wendy yipped.

Erza got the stick again **"Number 6 must go shopping in a swimsuit!"**

Juvia sighed before changing and going out for a walk in town. It was kinda cute to look out the window and see her butt shake in that cute bikini.

" **Number 4 must take off their panties and throw them out the window!"** Erza commanded.

"So drafty." Flare blushed holding her dress down.

" **Numbers 6 and 9 must kiss!"**

"HMHMM" Wendy moaned into her lip lock with Gabby, the blue haired girl briefly tickled her elder's big boobs.

" **Number 3 must moan "Oh that feels good." while having hot wax dripped on them."**

I looked at my stick and gulped, I laid down and Erza pushed the back of my sweater up before taking a burning candle and dripping it on my back.

"HA!" I gasped as she rubbed my butt while she did it.

"Say it…"

"It…it feels so…OH…good." I moaned.

"This is going way too far!" Natasha cried.

"Erza is being so mean." I pouted.

"There, There." Flare rubbed my sore back.

Even though we all hated what was happening we kept on playing, and still Erza kept issuing awful commands, dance naked, model bikinis, but on a bra that's someone else's so you tits look weird. Some of this stuff I enjoyed, mostly the things that had people be sexy but not involve me.

"I'm it again!" Erza cheered.

"What now…" we all groaned."

"Wait Erza!" Wendy went up and whispered something to the redhead.

"Oh yeah that is a good idea." She smirked.

_Oh no…_

" **Number 7 must…"**

I saw my stick.

_Oh crap it's me!_

"What do I have to do." I sighed.

_I hope it's not too bad._

" **Go out and give Meredy a blowjob!"**

"NO WAY!" I snapped.

"Orders are absolute!" Erza laughed.

"This isn't fair at all!" I cried as I was dragged out the door.

* * *

**Later**

"Ouf." I groaned as I was pushed in the window.

"Good luck." Erza smiled.

I looked over at the bed, it was late and Meredy was out cold. I nervously pulled the sheets back, she was wearing boxers. I made sure the door was locked before I pulled them down and popped her cock out.

_Damn…I forgot it was this big._

Deciding to just get it over with I leaned down and started sucking, gently bobbing my head rhythmically, I heard her groan in her sleep, squirming as I sucked the girth.

"Hmmm…Huh?"

_Crap I woke her up._

"Lucy?" she gasped.

"Hey." I said stopping my sucking and stroking her "Don't mind me, just giving some head."

"W-why?!" she groaned as I sucked him.

"No need to worry about that, just sit back and let Lucy take care of you and this big fat cock." I smiled as I rolled her big balls in my hand.

Meredy was letting out grunts and growls as I went to town on her, bobbing my head and slurping on her cock. I was giving a bit of a sloppy one, my goal was just to make her cum and get out of there.

"Oh Lucy." shee moaned "This is the best gift ever."

I smirked, Erza had made me dress in a red furry bikini, thigh high boots, gloves and a Santa hat, I looked like slutty Mrs. Clause.

"Lucy!" Meredy grabbed the sheets "I can't…I'm…AHHHH!"

***GURK!***

I sucked hard as I swallowed every drop of Meredy's hot jizz, there was far more than I expected but I downed it all.

"Good job." I smiled standing up, leaving her thick cock dangling between her legs "You're endurance is a lot better."

I looked over my shoulder, slowly rubbing my gloved hand over my big ass "If I wasn't busy I might just let you put that monster inside me."

"You got it." She nodded

I jumped down from the window and the rest of us headed back to the house for the final draw, hopefully it wouldn't be Erza.

"I got it!" Grace cheered with a smirk.

" **Number 8 must walk home naked!"**

"Huh?" Erza blinked "Okay sure."

And just like that Erza started to strip down like it was nothing, taking off her Santa outfit and headed out the door.

"Wait Erza!" I yelled running after her.

"It's no big deal Lucy." She said stepping onto the snow covered street "I actually find being nude quiet liberating."

She looked at me and licked her lips "It gets me to horny…I mean look how wet I am."

Erza leaned against the building and spread her ass cheeks.

"Won't you just take me right here in the street?" she begged.

"Oh god." I groaned, I was already turned on from the events of the night, I couldn't resist pulling that dumb red bikini I was wearing to the side and sliding right into Erza.

"OH LUCY!" she moaned.

"Let's get warm together." I whispered as I reached around to grab her breasts.

I held Erza close, hugging her body against mine as I fucked her in the open against the house. She moaned as my crotch slammed into her ass, my balls were a little tight from the cold but I didn't mind.

Speaking of the cold I felt Erza's nipples digging into my hands like daggers they were so hard.

"Oh yes Lucy!" she begged "Please…I need it."

"Making us do all those things, making me give Romeo a blowjob, your such a naughty girl Erza." I giggled "You're getting what you deserve."

"OH YES!" she moaned "Please!"

"UGH!" I grunted as I kept fucking her.

The windows were cracked and I could hear moans pouring out from inside and had no doubts that had devolved into an orgy of its own.

"OH YEAH!" "FUCK!" "MMMM!"

I looked in and saw the show, Gajeel was on his back as Natasha rode his studded cock, her big breasts flopping around, Gray was thrusting into Happy while at the same time eating out Carla and nearby Wendy and Juvia were fingering each other.

Flare had left the room, likely checking on the kids and being a responsible adult.

"Damn Erza I can't." I moaned "I'm gonna…"

"Do it!" she begged.

"OHHHH!" I moaned as I started cumming inside of her.

The two of us climaxed together, the sweet release of the days pent up teasing.

"Hey Erza." I panted trying to catch my breath "Merry Christmas."

"Merry Christmas to you too Lucy."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**MERRY CHRISTMAS, HAPPY NEW YEAR!**

**Till Next Time!**

 


	130. Date Night with Flare

_Italics indicate thinking_

* * *

**Lucy's POV**

"Hey." I smiled at Flare.

"Hi." She smiled back as she placed Rex is his crib "Need something."

"I don't need anything." I said hugging her "I want something."

She giggled a bit "And what is it you want so much?"

"To take you out." I whispered.

"Huh?"

"Let's go out tonight, just you and me."

"Really?" Flare asked.

"Yeah, I already made reservations." I smiled "Go get dressed we leave at Four."

* * *

**Later**

"Lucy, isn't this place expensive?" Flare said nervously playing with her dress.

"It's fine."

We were at a high class restaurant in Magnolia, I was dress in a cute little strapless thigh lengh pink dress and Flare was in her normal outfit only cleaner.

"Come on let's go in." I said.

The lighting was dim but not too dark, we were quickly seated, and ordered salads.

"So…what's new?" I asked.

"Haha." Flare giggled "Really? We spend every day together and that's what you asked."

"Sorry, just trying to make conversation." I smiled.

Flare and I talked about what was new, the kids, the guild and ourselves. After dinner and dessert we held hands and walked back home.

"So…" I said opening the door to head inside "Wanna…mess around a little?"

"Well…" she said putting her hands on my hips "It would be the end to our perfect little night."

Flare and I started to kiss, gradually making our way to my bedroom. We never broke our kiss as we fell back onto the bed, our bodies pressing together, breasts mashing and tongues swirling.

"Lucy…" Flare moaned as I kissed her neck and started to pull the straps of her dress down so I could grab those massive breasts of hers.

"I love these things." I said using my thumb and index finger to pinch her hard nipples.

"HAA!" she moaned louder as I rolled us so I was on top, grinding my crotch into her supple thigh to get an erection.

"Lucy lay back." Flare said pushing me off her.

"Yeah." I said tearing my dress off and laying against the pillows with my dick out.

"Looks perfect." Flare said licking her lips and wrapping her breasts around my cock.

She leaned down a bit and flicked her tongue over the slit on my cock before she started shaking her tits while she sucked me off.

"Ohh yeah." I groaned grabbing one of my breasts "That's perfect."

Flare made slurping noises as she bobbed up and down on my cock, making me moan more and more until I was about to pop. I dug my fingers into my tits as I saw Flare looking up at me with sexy eyes, egging me on, begging me to blow my load down her throat.

"Flare…I can't…I'm gonna…" I hissed grabbing the seats "OHHHHH!"

"GURK!" Flare gagged a bit as I filled her mouth with my cum, she gulped it down quickly before crawling up to me and kissing me more.

We kissed for a while, her mouth had a faint salty taste to it. I gradually felt her start to straddle my waist, grinding her soft butt against my crotch.

Mot breaking the kiss I used my hand to line myself up with Flare's pussy and slowly slid into her. She groaned into the kiss but never separated from my lips. She started rolling her hips as I jerked my hips up, forcing myself deeper and deeper into her tight hole.

"Lucy…" Flare moaned as she stopped for air "You fell so good."

"Flare you just so tight." I hissed as I held her hips while I thrusted into her.

"OHHAA!" Flare put her hands behind her head and moaned as she started riding me more aggressively, her tits flopping around, her body slamming into me.

"Oh baby." I grunted "That's it."

"Oh Lucy!" Flare screamed, I could barely hear her over the force of her slapping tits "Fuck me please, it's so good!"

"I am." I smirked as my own chest shook "You're the best Flare."

"HAAAA!" she moaned out as her pussy contracted "LUCY!"

"UGH!" I growled picking Flare up and slamming her against the wall as I plowed her.

"AHHH!" Flare moaned more "Don't stop."

"So tight…" I hissed as our tits smashed together "Fuck Flare!"

"OH GOD!" Flare screamed "I'm going to cum again!"

"Flare…with me." I groaned as I felt every fiber of my body screaming in pleasure.

"Yes…yes…YESSS! LUCY I'M CUMMINGGGG!"

"HOOOOAAA FLARE!" I screamed as I pumped her full of my cum.

I threw Flare back on the bed before I started plowing her pussy harder, I lost track of time as Flare and I kept having sex, never taking a break as sweat covered our bodies, the two of us just kept going.

"What time is it?" I grunted as I felt my balls shaking while I fucked Flare as she laid on her tummy.

"Oh…Three…OHH!" she came again "in the morning."

"Damn…UGHHH!" I grunted as I ejaculated inside her again "We've been at this for a while now."

"At least…six hours." Flare smiled.

"Well…" I kissed her breasts before briefly sucking on her nipple "I've got a few more left in me if you wanna…"

"Lucy~" Flare kissed me neck and started to whisper into my ear "I want you to make love to me till the sun comes up…don't stop for a second."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 467- Mother's Key** _

I was kinda hoping Brandish would have an actual beef with Layla herself, not a avenge someone else beef. Still it's great to see Aquarius again, I really am interested in the explanation, did she open her own gate and just come over somehow.

Also I guess since it's been screwed up now I can tell you, Originally when we got to this point in Futa Lucy I was planning to have Brandish reveal that she was actually Lucy's Biological father and that Layla took her away when she was a baby. But since it seems Brandish is about the same age as Lucy (I thought she was way older) that might have to get cut...read the Next chapter of The Heartfilia Family to see what I do.

* * *

**Till Next Time!**

 


	131. A Post Shower Pounding.

_Italics indicate thinking_

**Gotta get back to the main plot for a bit, can't really avoid it much longer. Don't worry we'll get past Caracolle Island and take a break again.**

**Since the manga chapter cmae out early you guys can have this chapter early.**

* * *

**Lucy's POV**

"Hmm…lalala." I hummed to myself as a washed my hair "This is nice, back home, relaxing, no one to bother me."

I had my fun relaxing in the bath before I stepped out of the hot water, wrapped myself in a towel and headed to get changed.

"That was nice." I sighed walking down the hall.

_A nice distraction from the fact that I have about six pregnant girlfriends…damn, Levy, Cosmos, Kamika, Jenny, Kagura…and Minerva just called to drop her bomb the other day…my life is gonna get really busy._

"Everything is getting back to normal." I said walking into my room.

"Yo!" Natsu yelled.

"Creeper in my room!" I said trying to kick Natsu "Don't just come in when you feel like it!"

_Is it sad that this is normal for me…it is sad right?_

"Hyup." Natsu grabbed my leg and lifted me up by my ankle "Got ya."

"Put me down." I pouted.

"You lack training you know." Natsu laughed.

"Oh yeah." I rolled my eyes sarcastically "Cause I had so~ much time to train. You know with me growing that small human, your offspring, inside me for Three Fourths of the last year."

"I said I was sorry jeez." He sighed.

"You better be." I frowned.

I blinked a bit and turned my head before noticing I was face to face with Natsu's crotch, my boobs were sagging down towards my face due to gravity and I couldn't help but start feeling myself getting a little horny.

"Hmph." I reached forward and started fiddling with Natsu's belt.

"Lucy?" he said confused "What are you doing."

"You broke into my room." I smirked "Now pay your fine like a big boy."

He just smirked.

I reached in and pulled Natsu's thick cock out, it was already getting hard and I couldn't wait to get to work. I licked my lips before opening my mouth wide and inhaling that fat cock. Natsu let out a groan as I started sucking him off, he was still holding me upside down, the blood rushing to my head.

"OMMM!" I moaned into the blowjob as I suddenly felt my towel fall off.

The cold air of the room hit my skin making my shiver and making my nipple hard from the air. I let out another groan as I felt Natsu hug me upside down and start to lick and eat out my moist cunt.

The two of us continued with this air 69 position, I was going down on Natsu's thick cock and he was using that hot tongue to probe into my pussy, lapping at my clit and savoring my juices.

"Lucy…you taste so good."

"Hmmm…" I moaned as I sucked him.

Natsu was nose deep in me, I couple times I felt something tickle my ballsack, I wasn't sure if it was intentional or not, I didn't care I was going to town on the father of my daughter. I squirmed in closer, my big breasts pressing into Natsu's muscular legs. I could feel him breathing on my crotch, the sporadic twitching of his tongue letting me know he was close to his climax.

Natsu's hands were digging into me, one arm hugging my abdomen, the other's fingers squeezing into my big booty. No matter how much I moaned for Natsu's teasing of my pussy I never stopped sucking on his penis.

"Lucy!" Natsu suddenly hugged me more "I…I can't…hold it!"

"Mmmmm!" I moaned into him.

"GAHHHH!" I screamed as me started filling my mouth with his hot sticky cum.

I grunted as I tried to swallow it and started cumming on Natsu's face with my pussy juices.

"Haaaaa…" I sighed flipping back and sticking the landing "Phew…too much blood to my head, that was fun though, now beat it I gotta get dressed so I can meet the others at the guild."

* * *

**Later**

**Juvia's POV**

"Lucy-Sama left." I frowned.

"Yep." Mira smiled cradling her daughter "Her and the rest of her usual team said they had something to take care of and ran off."

"Oh…I was hoping to spend time with her." I frowned.

"Relax." Cana said draping her arm over my shoulder and raising her eyebrows "you and I can spend some time together if you really want it."

"HA!" I moaned a bit as she pawed at my chest.

"Cana." Mire scolded "Not in front of the children."

"What's the problem." Can laughed looking at little Mirai "It's not like she'll remember this when she grows up."

"I would prefer you not poison my child with you bad habits." Mira pointed her finger.

"I let Cornelia make her own opinions." Cana smiled.

"She's not even two!" Mira said "She can't even say the word opinion!"

"Bah." Cana shrugged "Whatever."

_They have such different parenting styles, Mira is so hands on with Mirai but Cana is so hands off with her child…someday if I have a child…how will I treat them?_

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**I got the idea for the position in this chapter from a drawing by tumblr user Kyrios375. He (I believe it's a he) usually draws short one or two panel hentai sketches after chapters come out, I saw the one that was done after this chapter happened in the manga and I just had to elaborate on it in my story. If you interested check out the tumblr page.**

**Suggest who you want to see in the future.**

* * *

_**Snakebit1995's Chapter Reviews.** _

_**Chapter 468- Memory of the Stars** _

**Man Layla was awesome, also I'm glad Zordio finally got to make an appearance, he kinda gets shafted in the Tenrou arc in favor of Capricorn so it's nice to see him get fleshed out a little more.**

**Also cool to see that it seems Brandish will be joining the team.**

* * *

**I'm moving back to school next week so no chapter.**

**Till Next Time!**

 


	132. I'm on a Boat

_Italics indicate thinking_

* * *

**Lucy's POV**

"Are you sure we can get in?" I asked.

"It'll be okay." Erza said "We'll get Master back and everything will be swell."

When we got to the guild the other day everyone decided Erza should be the new Master, we needed someone who could take charge and be respected by the more annoying members of the guild. When she got the position I was kind enough to…reward her. After that Mest, who apparently has been in the guild this whole time and was actually undercover took Erza someplace secret.

Of course Natsu convinced me, Gray and Wendy to follow them and see what the big secret was. I almost wish we hadn't followed then we wouldn't have seen Master Mavis frozen body, but had we not followed we wouldn't have learned that Master Makarov disbanded the guild for reasons only he really understood and now we were on our way to rescue him.

We had to go to the country of Alvarez, where all the guilds work for the empire there. Every seemed to be going well, Natsu and Wendy nearly passed out from motion sickness but that wasn't the real problem. We had to stop at a small island to restock and refuel but the place we were stopping, Caracole Island, had been barricaded by the Alverez navy.

"How do we avoid something like that?" Wendy shivered.

"I've got the perfect plan." I smirked.

"And this plan is?" Erza raised her eyebrow.

"We just pretend to be a group of girls on vacation." I smiled "I'll call Virgo and have her stop of swimsuits for you guys, I'm assuming that if Mest worked with the Master he already knows my secret."

"I do…" he blinked.

"See it's prefect." I laughed walking to the inner part of our boat "Come along all."

The others followed me inside "Wendy this will probably work best if you use your adult form, same with you boys and the female versions of you, Happy, Carla you can be catgirls if you prefer."

"Okay." Happy said transforming.

"Good Mest was giving me the creeps." Wendy sighed as she became tall and busty.

"Virgo!" I called summoning the spirit who quickly arrived carrying a large bag "The clothing you requested Princess."

"Thank you Virgo." I said as she dumped the clothes out for everyone to pick from "Take what you think would look best on you."

"I've got my own." Erza said reequipping into a sexy black bikini that even came with a sarong.

"Not bad." I smirked picking out a striped bikini of my own to put on.

I took a second to see what the others were putting on, Natasha had picked up a fiery pink bikini that showed off her large breasts, Gracie was in a similar styled blue bikini that matched her hair, Wendy and Carla were in matching Red and Black one piece swimsuits and Happy was wearing adorable purple number that matched with what Erza was wearing.

"Well Damn look at all of you." I laughed "Got me so horny my cock won't fit in the bottoms of my swimsuit."

I looked down and my rod was hanging out of my bottoms, the others laughed while Happy got on her knees to take care of me. She took a long lick of my length before she started going down on me. I groaned as I was pleasured by the sexy kitty. The others left Happy to suck me off while they went back on onto the deck of the ship.

"Damn Happy." I hissed "I think…I'm gonna cum!"

"Go ahead Lucy." She said as her ears twitched in anticipation.

"HAAAAA!" I moaned as I started to cum in her mouth.

"That was good Lucy." She smiled.

"We're not done yet." I smirked pushing her against the wall.

"Lucy~" she moaned as I moved the bottoms of her bikini out of the way and shoved my cock inside of her.

"Still perfectly tight." I groaned as Happy's tail swished around.

I grabbed Happy's hips and started thrusting aggressively. She purred and moaned as her breasts bounced around and my crotch slammed into her ass. I felt my own body jiggling a bit as a result and my balls swung low as I got ready to finish up my quickie with Happy.

"Oh…oh…oh!" Happy and I moaned as we both climaxed.

Once Happy was done cleaning herself off after my fucking I went and finally got my bottoms on and grabbed some shorts to go with my outfit.

"OUF!" I grunted as I yanked the shorts on my ass "get on."

"Hahaha." Happy giggled "You're so big Lucy."

"UGH!" I growled finally getting the tight shorts over my rump "Shut it cat."

My ass was practically eating these tight shorts but I didn't care, I did a quick adjustment of my boobs and crotch before heading out onto the deck.

"So you like little girls huh?" I heard Wendy say in a teasing voice.

"N-No…"

"They why aren't you looking at us right now?" Carla teased "Do you not think we're sexy?"

Wendy and Carla had Mest backed into a corner and were hugging each other and showing off their tight one pieces, their butts and breasts smashing together in a teasing show.

"So how long has that been happening?" I asked Erza.

"Since we got out here."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Let's check on the B-team for a bit, Cana is trying to help Juvia relax.**

* * *

_**Snakebit1995's Chapter Reviews.** _

_**Chapter 470-Hybrid Theory  
** _

**Well...Acnologia give zero fucks. Serena, what a jobber scrub  
**

* * *

**Till Next Time!**

 


	133. Juvia and Cana unwind

_Italics indicate thinking_

**Since Yesterday's Chapter Was Short Here's Another.**

* * *

**Juvia's POV**

"C-Cana!" I gasped as the woman grabbed my breasts "Stop it!"

We had made camp for night and somehow I was bunking with Cana who was clawing at me, I could smell the alcohol on her breath but she usually got gropey with me but not like this. She had me pinned on the bed and was trying to rip my top open.

"Come on let's just have a little fun." Cana slurred as she unbuttoned my coat.

"OHHH!" I gasped as she started pulling my bra off and pinching my nipples.

"That's a sexy sound." Cana giggled "Come on you squeeze mine."

Giving up my attempt at pushing back I reached out and tugged Cana's bra like top down and then started playing with her left breast. As the two of us grabbed at our chests Cana started a kiss, our tongues were swirling in each other's mouths and our nipples were growing harder and poking into each other's flesh.

"Oh…Cana!" I moaned as she sucked on my neck.

"Come on!" she said spreading my legs "Let me see that sweet pussy of yours."

"OHHH GOD!" I screamed as she went face deep into me, licking furiously at my hole.

"Nice and wet." Cana smiled "Me like."

I grabbed my breasts and slapped them around a bit while I let Cana eat me out. I pinched my nipples and even reached down to rub my clit a small bit. Cana was rubbing her tongue all over my warm crotch and when she would flick her tongue just the right way my whole boy was spasm in pleasure.

"Come on are you gonna cum already?" Cana said letting her hair out of the ponytail she had been tying it in "I expected more from you Juvia."

"STOP!" I screamed as a wave of pleasure passed over me "Just…let me finish!"

"Then do it." She smirked flicking her tongue over my clit.

"GAAAHHHH!" I screamed as I orgasmed, spraying juices all over Cana's face.

Having just climaxed Cana didn't let me breath before she sat on my face and made me start to lick her baby maker.

"OHHMMM!" I started flicking my tongue and licking Cana's pussy.

"Yeah that's the spot." She moaned as she grinded her body into me.

She was slowly rolling her body and bouncing up and down on my face. I could hear her large motherly breasts shaking as she moved her body and I grabbed her butt to hold myself steady near her crotch.

"Damn Juvia you're getting in there." Cana moaned "I'm gonna cum any second now."

"Do it." I gasped as I licked her.

I buried my face deeper into Cana's crotch as she grinded her body into me more and more and then I felt her clitoris twitch a bit.

"J-Juvia!" she moaned "I'm…CUMMMING! OH BABY!"

Cana came and I lapped up all her juices before laying back next to her on the bed.

"So?" she smirked "Now that you've gotten a little stress out what's bugging you?"

"Huh?"

"Somethings up, so what is it…I saw the way you looked at Mira and I." she smiled "You want to have Lucy's baby."

I frowned a bit.

"I was right, well you know she's got about six on the way right now, so cut her a break, but if you ask I'm sure she'll have no problem knocking you up." Cana laughed "But just so you know carrying a kid around for nine months is tough."

"You think so?" I asked.

"I did it." She smirked "But…it was worth it to have Cornelia."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**I've been thinking up some great stuff involving Anna, The Heartfilia Clan, Brandish and who it all ties to Zeref/Zerefina.**

**Next Time- Vampire AU part 2**

**Till Next Time!**

 


	134. Queen of the night 2

_Italics indicate thinking_

**This is Part 2 of the Vampire AU**

* * *

**Yukino's POV**

"Are things moving smoothly?" I asked.

"Yes." Lucy smiled "More and more people are buying your protection over the others, your family is slowly losing power."

Over the last few months I had slowly been spreading out my turf, gradually forcing Sorano out. The more I pushed back against her the more people respected me and wanted me for their protection.

"Well then I'm a little famished." I said "Lucy you're in charge I'm going out."

"Of course."

When I got out into the city I saw a cute girl with long pink hair walking into a shop, she was in there for a bit before stepping out, that was when I made my move.

"KYA!" she screamed when I slammed her into the side of a building and started sucking her blood.

As I bled her dry I ran my hand up her leg and started rubbing her through her panties. My drinking was immobilizing her and allowing my fingers to slip inside her. I picked her up a bit as I pulled her panties down and got my cock out.

"OHHHH!" she screamed as I penetrated her.

"This is it." I moaned "Some nice dessert with my meal."

My breasts smashed against my victims as I forced her to ride my cock. Her own large breasts shook around from the force of my pounding.

"What's your name?" I asked looking deep into her eyes and hypnotizing her.

"Natasha." She moaned.

"Oh I like that." I smirked "What a cute name, a good name for a sexy fuck toy like you…you do like this don't you, me pounding your pussy."

"Y-Yes!" she moaned "That feels so good, please don't stop!"

I pushed my cock deeper and deeper into the girl. Our soft but heavy chests squished together as I fucked her harder and harder. I was going to cum soon, I wanted to fill this girl up, get a little more blood and move on.

"I can't!" Natasha moaned "I'm…I'm gonna…HAAAA!"

"UGHHHH!" I groaned as I came inside the girl, pumping her full of cum.

When I finished I took another drink of her blood before dressing her and leaving her sleeping in the street.

_Don't worry you'll wake up in a few minutes._

"That wasn't very nice." Someone said walking next to me, keeping time with my strides.

"Does my sister know you you're here Cana?" I asked.

"She's not my boss…okay she is but you know what I mean." She rolled her eyes.

"I betrayed her so if she knows you talked to me you'll be in for it." I sighed "Don't make me responsible please."

"I just came to see my old friend." Cana smirked before spanking me "And lover."

"Jeez." I groaned "If you wanted something like that you just had to ask."

Without wasting time Cana and I headed back to my base and to my room where she wasted no time pushing me onto my back and showering me with kisses.

"I've missed you." She whispered.

"No words." I begged "You'll only make it harder when you leave."

Cana and I squirmed around into a 69, both of us taking our pants and tops as me went. Her dick was in my face, mine in hers and soon we were both sucking on each other.

"Oh Yukino." Cana moaned as her breasts pressed against my thighs.

"HMMM!" I moaned as I bobbed my head up and down.

Cana and I slid against each other, our tongues sliding around and slurping each other's cocks. The differing colors of my pale skin and Cana's deep tan must have been an interesting sight. I felt Cana shimmy slightly and wrap her breasts around my cock, obliging her I did the same. I squeezed my soft bosom around Cana's cock, still sucking it as I did so.

The two of us moaned and squirmed in pleasure, at this rate we were both going to cum any second.

"Cana!" I moaned as I felt my balls tingling.

"Yukino…please!"

"MHHHMM!" we both moaned as our orgasm approached.

"OHHHH!" I suddenly felt Cana's spunk start to fill my mouth.

"HAAA!" I moaned as I came inside Cana's throat.

The two of us kept bobbing out heads, sucking down the last of each other's cum. Once I had my length cleaned I pulled out of Cana's mouth and let her free of mine.

"So…how about that position?" Cana asked.

"Sounds fun." I said as she laid on her back.

Cana rolled into a sort of fetal position and I squatted on top of her before letting her cock slid into me while I entered her at the same time.

"I'll be sore in the morning from this one but the pleasure is so worth it." Cana smiled.

"It's been a while since we used it." I said rocking our bodies so we slid in and out of each other in rhythm.

My breasts rolled around as I moved and Cana's covered her face due to her position, our butt slammed together as we rode each other's cocks. This position always felt great, but it was slightly uncomfortable.

"I can't Yukino!" Cana moaned.

"I…I know!" I screamed "I'm…I'm Cumming!"

The two of us spasmed and came in each other's holes, I felt Cana's cum fill me up before I pulled out, my jizz overflowing out of her.

"Ha…ha…ha…" Cana and I both panted as we came down off the high.

"So…" Cana sighed "I…I gotta be honest."

"About?" I asked.

"I…I was sent here to kill you." She said "You sister thought she'd kill two birds with one stone, get you out of the way and ensure my loyalty, but…I can't."

"Then don't go back, stay here." I said "I just need a little more time, and then Sora will be done for."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy and Erza have fun on Caracole Island, plus some Story building.**

**So I'm gonna be honest, I'm really struggling for plot with this Vamprie AU, I can't get any ideas to come to me, the other AU's came to mind and got fleshed out so easily but this one is really hard for some reason.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 471- Until The Battle Ends.** _

_**Wendy and Chelia are just the cutest together, they just make me want to explode with hor adorable they are together! Also Mashima is raising Deathflags all over, don't do that jerk!** _

* * *

**Till Next Time!**

 


	135. Beach Bash

_Italics indicate thinking_

* * *

**Lucy's POV**

"So this is Caracole Island." I said looking around "It's nice."

We had all landed on this tropical resort island, people were walking around in swimsuits and tropical shirts. Everyone was drinking drinks and swimming, this really was a great resort.

"You look nice Lucy." Carla said walking over to me.

"Thanks." I blushed.

It felt nice to be complimented. Everyone always says I look fine but after my pregnancy I was a little self-conscious about my weight, it was nice to be told I looked good.

We didn't get far off the boat before we hit a problem.

"Halt!" the guards said stopping us.

_Don't panic Lucy you can get through this._

"Hello!" I cheered waving at the guards "We're here on out girl's vacation!"

"He's a guy." The one guard pointed at Mest.

"He's or…escort?" I shrugged.

We had used a little make-up magic to fake our guild marks to look like Cait Shelters. The guards were still being tough about letting us by so it was time for drastic measures.

"Excuse me." I walked up to the guard "Can we go?"

I pouted and pushed my chest up a bit to make my breasts more pronounced.

Erza walked over and followed suit "Please, all the mango will be gone…"

"Come on." Wendy smiled and brushed her hair over her shoulders "We're just a bunch of girls on break from school looking to have a little fun."

"Please let us through, we won't do anything wrong." Happy and Carla pouted twirling their tails together.

"Pretty please." Natasha twirled her hair.

"This line is just so…long." Gracie moaned.

"You umm…you ladies go right on ahead." They said stepping aside.

"Score." I said bumping Erza's fist.

"A little skin gets them every time." Wendy laughed.

"You and I are wearing One Pieces." Carla told her.

"Sometimes less is more." Her friend smirked.

Mest left to go look for his spy but rather than the rest of us sitting around taking up space we all went off to explore the island. Natasha, Happy and Gracie went one way but the rest of us headed another.

We walked down the sand, passing by bungalows of people.

"This place is pretty nice, I'd like to come back here more often." Wendy said fixing the butt of her suit.

As we walked by a few men were checking out Wendy, they tipped their sunglasses to get an even better look at her.

"Hey boys." She said giving them a wave and a wink.

We walked passed the men, I could still feel them looking at us, more specifically Wendy.

"WHOOOO!"

I looked over and saw a bunch of girls screaming and having a big party at a bungalow, they were doing shots and fruity drinks, they seemed to be having a ton of fun.

"HEY!" the one girl waved at us "Come join us!"

"We're busy." Erza told her.

"Come on." Wendy said walking over "We've got time."

"A little fun would be nice." Carla said following her.

Erza sighed before following them and I trotted behind.

_Maybe a little unwinding would be fun._

By the time Erza and I got into the bungalow Wendy was already lining up to do shots with her new acquaintances. The residents of this bungalow were about a dozen pretty girls of various sizes in various swimsuits.

"I just love you tail." One of the girls giggled looking at Carla "And those ears, where's you get them?"

"Lady's secret." Carla smirked.

"GO WENDY!" the other cheered.

I looked back and Wendy was downing three shots like there was no tomorrow. She seemed to be having fun so I wasn't gonna stop her.

"Alright girls!" a blonde said picking up a big bottle "It's time for body shots."

"YEAHHH!"

"Sweet!" Wendy yelled "Carla come do one off me!"

"Wendy you're wearing a one piece." Carla sighed.

"Relax." Wendy said pulling the swimsuit off till she showed off her midriff, the removal of her suit also exposed her large breasts to the room.

"WHOO!" the drunk girls cheered as Wendy laid down.

They filled her bellybutton with liquor, slated her tummy and placed a piece of a mango in her cleavage.

"Since we're here we'll use the Star Mangos." The one girl giggled.

"Mango?!" Erza perked up.

_Oh dear._

"HAAA!" Wendy moaned as Carla swirled her tongue around, running her scratchy tongue along the girl before getting up to the mango and picking it up with her sharp teeth.

"Delicious." Carla smirked licking her lips.

"Your tongue." Wendy laughed fixing her one piece "So good!"

"Come on Lucy let's do one!" Erza said pulling we over.

"What? Erza wait!" I yelled as she had me lay down.

_She wants the mango that bad?_

They poured alcohol all over me and placed the mango on my cleavage.

"GOOOO!" they all cheered as Erza shoved her tongue into me and dragged it up before nibbling the mango in my breasts, her nose rubbing against my soft tissue.

"Lucy." Erza said holding half the mango out of her lips.

I leaned up and kissed Erza, biting off half the fruit in the process. The partying girls cheered as we separated before going back to doing shots off each other. Wendy and Carla got in for a few more and slurped one of a stranger before I told the others we had to go.

* * *

**Later**

"Do not cross me Fairy Tail!" the woman commanded.

In our attempt to contact Mest's spy we had been attack by members of the local military. Erza and I got teleported to a creep mansion but were pulled back before anything could happen. When we returned there was a woman there that hadn't been there before.

She was tall, very curvy, thick thighs but she certainly wasn't fat or even chubby, she had short lime green hair cut into a bob with two cross like ornaments for a headband. She was wearing a tattered tube top and very, very short shorts under her loose fur coat. I couldn't shake something about this woman called Brandish.

"Hmm?" she started at me from her perch on the stone that used to be the island "What are you looking at?"

"Nothing…" I looked away.

I felt like Brandish was studying me. She told us that Master was alive but we should go home and stop our attempt to rescue him. Brandish turned to leave but…something about her just felt…so familiar, a warm feeling…like the kind I remember getting when I was with Mama.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- B Team Spa time!**

**If you're looking for info of the Lucy X Brandish relationship, go check out some of the recent Heartfilia Family chapters, there's some bits there.**

* * *

_**Snakebit1995's Chapter Review** _

**I liked it, cool to see Mavis recognize the similarities between Laxus and Yuri. The Red Lightning was nice and the addition that Freed's runes would come to help Laxus was great.  
**

* * *

**Till Next Time!**

 


	136. BTeam's Spa Break

_Italics indicate thinking_

* * *

**Gabby's POV**

"Haaaaa…." I sighed sinking into the hot water of the spring.

"This is the best." Juvia hummed.

"Uhh so…why am I on this side?" I asked.

"Cause we're hanging out as just the girls." Cana said before grabbing my large bust "And you're certainly one of the gals."

"Get off me!" I struggled to break free of her grip "Crazy drunk."

"I hope Elfman isn't lonely over there." Lisanna hummed.

"I'm sure he's fine." Mira smiled "Levy are you not getting in?"

Shrimp was only dipping her knees down in the water.

"They say Jacuzzi's aren't good for pregnancies, so I figure I shouldn't get all the way in." Levy explained.

"But if you get in you can play with Gabby's huge tits, look at these pieced nipples!" Cana laughed.

"I said get off!" I yelled trying to push her away.

"I can't believe you're gonna have a baby." Lisanna said "I mean out of all of us here only Juvia, Gabby and me won't have babies, half of you are moms now."

"I bet Lucy's gonna be busy." Mira giggled "I mean she's got so many babies on the way, and they'll all be the same age."

"How many are we up to now?" Cana asked slapping my tits around, I had given up trying to make her stop, it actually felt kinda nice.

"Well there's Levy, Cosmos, Kamika, Jenny, Kagura, and I think Lucy mentioned getting a letter from Minerva as well." Mira tapped her chin.

"Size at once yikes." Cana shivered "And here I thought that the four she had in one year would be the record."

"There'll be so many little kiddies around." Lisanna giggled "This will be exciting! Once those six are born Lucy will be up to fourteen kinds, and she's not even twenty yet!"

"At the rate Lucy-sama is breeding there are sure to be more." Juvia smiled "And one of them will be Juvia's!"

"That was a scary look in her eye." I gulped as Cana shook my tits, she hugged me from behind and pressed her own large bust into my back.

"How long are you gonna let my do this?" Cana said squeezing.

"I don't care." I sighed.

"Then sit up on the ledge." She commanded.

I sighed and scooched back so I was sitting like Levy, my legs in the water but nothing else. Once I was in position Cana suddenly shoved her head between my legs and started flicking her tongue over my pierced clit.

"AHHH!" I gasped.

"Really Cana, right in front of everyone?" Levy sighed.

"The heart gets what the heart wants." She teased as she ate me out.

"GAAA!" I moaned.

Even with Cana and I basically having sex in front of them the others continued the conversation.

"Juvia maybe if you ever get pregnant I will too." Lisanna smiled "Then maybe our kids will be like best friends."

"Do not steal Juvia's moment!"

"She's overacting again." Mira sighed "Still if you did have a baby I wonder what she'd be like…"

"I hope it'd be a girl." Lisanna smiled "But I hope she doesn't inherit my…disposition for being dominated…not that I mine being slapped around a little, I just don't want her to enjoy it…but what if she was the opposite, what if she loved to do the beating, imagine what she could do to me!"

"Sis you're losing it." Mira said.

"AHHHAAA!" I gasped as Cana kept eating me out, and now Levy was behind me, shaking my chest around.

"I do wonder how Mirai will be when she grows up." Mira sighed "I hope everything turns out okay, I hope she'll let me dress her up and that she'll be the best daughter ever and want to be a good girl just like me."

"Ha…ha…OHHHH!" I moaned as Cana hit the back of my walls and made me cum on her face.

"Doesn't matter." Cana said standing up and licking my juices off her face "Cornelia's gonna be the strongest of the bunch."

"You guys are planning out whole lives for you kids, heck Lisanna just planned one for a baby that hadn't even been conceived yet." Levy scolded "You should let them be independent and from their own personalities, quirks and other traits."

"Oh yeah?" I panted trying to catch my breath after my orgasm, I was laying on the cold stones of the bath, my pierced nipples pressing against the floor "You're telling us that you won't be shoving books down your kid's throat."

"Well I mean if he wants to read he can read." Levy shrugged "I may recommend a few good novels and read him stories when I tuck him in but…"

"You keep using male pronouns." Juvia pointed out "Is it going to be a boy?"

"That's what I think, I'm not sure yet but I just have a feeling you know." Levy smiled.

We all started to get out of the bath, wrapping up in towels and other things, I had actually enjoyed being naked in the bath with the ladies. When I was done drying off I was starting to make my way back to my room, it was a little hard to keep my big boobs inside my towel, it was a struggle to keep them from bouncing out with each step.

As I walked the halls I passed by Elfman, I gave him a wink and a little shake to tease him a bit, it was kinda fun to see him overreact.

"Listen if you like what you see, be a man…" I leaned into him, pressing my tits against his abdomen, in my female form he was so much taller "…and take it."

It only took me a second to get Elfman back to a room, I got on his waist and ripped his towel off.

"Figures a big guy like you is sporting some big wood like this." I said licking my lips and rubbing my butt against his crotch.

Without a word I lifted my ass and inserted him into my pussy. I started rolling my hips, slowly pushing Elfman into me. I braced myself on his big muscular body, rocking my waist and slamming down on him. My big tits flopped up and down as I rode his expansive girth. Elman only grunted and held my waist as I rode his cock.

_Never expected to find myself riding a cock today, especially Elfman of all people…but I can't say I dislike it, he's pretty big, not as good as Blondie but he's pushing me deep._

"Yes…here….we…go!" I moaned as I felt my pussy clench and squeeze on Elfman's dick.

He grunted and groaned as I felt my insides turning and milking every drop of cum out of his cock.

"Catch your breath." I told him "Cause we're going at it again soon."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy reunites with her heavenly host.**

**I'm busy so no chapter Next Week!**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter474- The End of a Tranquil Time  
** _

**I'm not stunned Ultear is alive, and it certaily doesn't upset me personally to see her back. No doubt others will get pissed. Still to be Fair Ultear never died she only got old, and given her skill with her Time Magic it's not a huge surprise she could De-age herself. it may be odd but I'd say it's within reason...that or this is all Midnight's Illusion.**

**Still waiting to see if that whole Simon=Neinhart thing comes to fruition, seems more plausible now that Jellal is with Erza and Kagura. of all people. Fairy Tail is in an interesting place now, I'm looking forward to how it progresses.**

**Till Next Time!**

 


	137. Olympia- Sorano

_Italics indicate thinking_

* * *

**Lucy's POV**

"Alright, nice and easy, there we go." I said helping a woman onto the boat.

After Brandish disappeared, the island going with her we stayed to help everyone out of the water.

"HEY!" I snapped feeling something off "Stop staring at my ass!"

Of course there was no time to change so we were sitting around in swimsuits kind of a problem when I'm in a bikini and shorts that barely fit.

"Time to go!" Mest said suddenly teleporting all of us.

I blinked and we were all suddenly in some strange underwater temple.

"What the…"

"Don't just teleport people like that!" Carla snapped.

"This is an interesting place." Erza looked around.

"Look at all the fish out the window." Happy drooled.

"We stopped moving!" Wendy and Natasha cheered.

As soon as those two began to rejoice the whole temple jerked about and we took off, flying under the water.

"Welcome to the moving temple Olympia!" a voice said "Please keep your arms and legs inside the ride at all times."

A chair at the front of the room spun around "I'll be your captain this evening, the lovely Sorano!"

"So this is where you've been." I sighed.

"Hello~" she waved.

Angel was dressed in a pure white, feathery bikini that accented her curves greatly. She quickly explained where we were headed and that rescuing Master wouldn't be very easy.

"The ride is going to take a few hours so get comfortable." She smiled at everyone.

"A few…GURK!"

"HOURS?! Natasha and Wendy whined.

"Please…kill me now…" Wendy groaned.

"So…you look good." Sora smiled at me "That bikini looks good on you."

She reached out and ran her finger through my cleavage "So good."

"You're not too bad yourself." I laughed placing my hands on her hips before kissing her "It's been a while."

"It certainly has." She said pushing me onto her throne like chair "Why don't we get reacquainted?"

"I like that idea." I giggled as she fiddled with my shorts.

"By the way darling." She looked up at me from her knees "You're looking positively plump and delicious…in a good way of course."

"I'm glad you like it." I said reaching back to untie the strings on my top and let my breast flop out.

Sora managed to get my cock out of my shorts and started licking and stroking it. While she did that I played with my own chest, pinching my nipples and such. Soon Sora got bored with just the hand job so she pulled her top off and started giving me a tit fuck.

"Oh that's warm." I moaned.

"Glad you like them." She laughed bouncing her breasts up and down on my cock "They're not as pretty as yours but still…"

I groaned as I squeezed my breasts in pleasure, the warmth and pressure from Sorano's breasts being wrapped around my cock made me feel so good. The way her white hair fell on her face like snow looked so sexy, I missed the times when she and Yukino used to tag team on me, once we got Master back I was hoping she would happily come back and we could all be together again.

"Oh Sora…I don't think I can take much more." I moaned.

"Then just cum on my face." She licked her lips "I can take it."

I grunted and started grinding my cushy butt against the cold stone chair, my body was boiling and erupting like a volcano.

"OHHHHAAA!" I moaned blasting Sora's chest and face with my cum, it landed just right that some of it ran down into her cleavage like a river.

"That's nice and warm." Angel smiled "But I can't help but want to feel it inside me."

"Then get up here." I laughed.

Sora stood up and turned around, showing me her backside as she slid her bottoms over her butt, I reached out and gave her a light tap on the ass before she backed her rump towards me and slide down on my cock with a satisfying squishy noise.

"Oh Lucy." She moaned "You're cock's gotten even bigger."

"Has it? Maybe you've just been without it for so long." I giggled "I mean I don't remember you being so tight!"

"OHH!" Sora moaned slamming her ass up and down on my cock.

I reached out and put my hands on Sorano's ass while I thrusted to pound her vice like pussy. I could feel her ass clapping in my hands and hear her large breasts bouncing, my own chest was giving off slight jiggles as our bodies collided.

"Yeah Sora that's nice." I moaned with her.

"Don't stop fucking me Lucy, I need this so bad, I've been horny and there's been no one like you to take care of me!" she begged.

"I'm one of a kind." I laughed as my cock was covered with her juices and I slid in and out of her faster.

My thick penis was squeezed harder and Sora bounced more and more, I could barely keep up with her movements.

"Yes, yes Lucy YES!" Sora screamed "I'm going to-OHHHAAAHHHHAAA!"

"BABY!" I moaned as her insides started trying to pump the cum out of me "ME TOOO!"

I started shooting globs of jizz into Sorano's tight wet pussy. She happily let me fill her to the brim with my sticky cum.

"Oh Lucy that was wonderful." Angel moaned turning to face me while still straddling my waist.

"Glad you liked it." I said as we hugged, our breasts smashing together "But we're not done, we've got lots of catching up to do."

"Mmmmm…" Sora licked her lips and pushed my cock back into her "Well then, let's get reacquainted."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Side Chapter: Ultear gets along with her fellow pupils/sisters.**

**I'm on Spring Break Next Week, So No Chapter ):**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 476- Farewell to Magic Girls.  
** _

**I had a feeling Third Origin would make her older, I'm still a little numb after this chapter, I can feel that I'm sad but...I just can't really explain why.**

**I know people always rag on Fairy Tail for backing down on death and stuff like this, and normally I'd applaud Mashima for going to this extent and "killing" Shelia, but I feel like this is a time when i want him to back down and let her keep her magic. I can't explain why, I just do.**

**Till Next Time!**

 


	138. SS31- Ultear's Sex Ed Class

_Italics indicate thinking_

* * *

**Ultear's POV**

I stood before the two girls dressed in a tight white blouse, tight black skirt and my sexiest "fuck me" glasses.

"What the hell are you doing? Gracie sighed.

"And why are we dressed like school girls?" Lori blushed "This skirt is drafty."

"Everything is drafty cause your ass is so huge!" Grace scoffed.

"Shut up!" Lori pouted "And button your blouse your showing the world half your tits."

"Silence!" I smacked the ruler on the desk "You two are mothers students…so that kind of makes you my little brothers, so listen to your big sis."

"Huh?"

"Now Mother may have taught you magic but I'm here today to teach you some…" I sexily licked my lips "Sexual education."

"Oh come on." Gracie groaned.

"The teacher is speaking." I glared "By the way this is my assistant Meredy."

"Hello!" my lovely daughter smiled waving her hand, she was dressed just like me.

"Now then, let's get started." I smiled placing something down on the desk "This is a dildo."

"Oh you've gotta be kidding me." Gracie groaned.

"It is a large rubber toy cast to look like a penis." I said comparing it to Meredy's "You can do all sorts of things, you can suck it, or stick it inside you. Oh and take notes this will be on the quiz later."

"Oh come on!" Gracie yelled.

"Grace do not interrupt me again." I glared "Speaking out of turn will result in a harsh punishment."

"This…is…ridiculous." She groaned.

"That's it, up to the front of the room Young Lady."

"Huh?"

"Now!" I commanded.

"Eep!" she shivered and walked up to my desk.

"Good." I bent her over my knee.

"Hey wait what are you-."

I pulled back and smacked her butt with my ruler.

"HAA!" she gasped.

"You need a…hard lesson." I moaned smacking her again.

"KYA!"

"HeHeHe." Lori was giggling not far off.

"Laughing at fellow students Lori." I tisked "Get up here you clearly need to be punished too.

"Aww man." She leaned on the desk and stuck her fat ass out.

I pulled back the meter stick and smacked the both of them, Lori's ass jiggled and took more of the blow but Grace got a good whack. I smacked the girls a few more times till their asses were raw.

"Good, now I think it's time for some hands on learning." I said getting behind Lori.

"Meredy please assist me." I said.

"Well I am the assistant." She smiled getting behind Grace.

The two of us got on our knees, moved the girls panties out of the way and started going to town eating the two out.

"OHHH!"

"AHHH!"

"The key to proper pussy licking is to swirl your tongue." I said pushing mine into Lori "Don't forget to these the clit a little, like this.

"AHHHH!"

Having given the basics I spread Lori's big ass cheeks and started going to town as I ate out her vag, my face buried between her cushy cheeks. I smacked Lori's ass around, making it hit my head as I ate her out.

Next to us Gracie's moans got louder as Meredy ditched our lesson plan and just started fucking the girl.

"Good idea." I said attaching a strap on "Let's skip right to the end of the book."

I bent Lori over more and lifted her plaid skirt up before forcing the toy into her dripping vagina.

"OHH!" she moaned "It…so big."

"You just need to be broken in more." I smirked thrusting "As important as it is for a lady to be tight she must also have a looseness that allows her to be fucked."

Each time I slammed into her I could feel Lori's booty shake like no tomorrow. Gracie leaned over and started kissing her friend as Meredy fucked her with her fleshy rod.

"Oh how cute." I smiled as my toy dick pushed into Loir's pussy "Those tits pressing on the desk, you're asses clapping, I love how cute you two look."

"She's so tight." Meredy hissed "I can't keep it in…OHHH!"

With little warning Meredy started spraying her juice into Grace, at the same time Lori moaned loudly into her kiss as she had her climax.

"Well you two." I said packing up as the girls kissed and played with each other "I think this lesson was very fruitful. Education is a wonderful thing."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- The final chapter of the Vampire AU**

_**Snaebit1995's Chapter Review** _

_**Chapter- Stelth  
** _

**I liked it, after the serious chapters the last few months it was nice to have a fun one, I think Jacob's still got plenty left to fight with so the hard part is just beginning.**

* * *

**I'm going to be busy with Family Stuff and Easter next Week so there won't be a chapter next Monday. But after that we should be back to the weekly uploads instead of all the biweekly. I'm sorry about my rough schedule lately I've just been busy with school and My Grandmother has recently gotten sickly so I've just been a little overwhelmed lately and the only reasons Naruto and Fire Emblem have been getting updated a lot is because I was using those as my escape and putting my energy into that.**

**Till Next Time!**

 


	139. Queen of the Night 3

_Italics indicate thinking_

**Look I know this is a rough ending, this whole AU has been impossible for me to get any ideas on. So sorry that this is so weak.**

* * *

**Yukino's POV**

Ever since Cana defected from Sorano's side to mine things have been progressing faster and faster with my plan to take over the city. I've been slowly stepping into her turf, eliminating her cronies or making them come to my side. They all follow me, do what I them to do, attack, feed, please they all do what I command.

"Oh Lucy." I moaned "You've gotten good at this, fucking me that is."

"UGH!" she groaned showing her fangs "When the rewards are this great I make sure I ace it."

Lucy was having her fun plowing my pussy, I wanted a nice sex show before I headed out for my final push, removing Sora and taking the last of her turf.

In just a few short hours I was going to be the Queen of the Night.

* * *

**Later**

"RAA!" I tried punching Sora put smashed a wall.

"After everything I've done for you this is how you repay me?!" Sorano yelled "I'm your sister, don't you remember who made you what you are, it was me!"

"I know." I dodged her kick "Still, seems I've gotten more ambitious, being your underling just doesn't suit me."

"So you attack my land, steal my clients, hijack and kill my brood!" she roared punching me in the guy.

"BAH!" I grunted but grabbed on to her arm "GAAAH!"

"AAAAHH!" she hissed as I bit her arm "You little brat!"

I filled her over my shoulder and punched her face "GAH!"

"There's just one thing left." I said looking at her busted lip "I'll dominate you now and official be recognized as your superior."

"You wouldn't!"

"HAA!" I ripped her dress open and started ravaging her tits with my hands, I quickly used another hand to rip the bottom off and tease her dick and pussy.

"Get off me, don't you dare-HAAA!" she moaned as I stuck my cock in her.

I started bucking my hips and plowing my sister, her breasts shook and wobbled as she moaned while I fucked her. I had to dominate her, I had to cum inside her to prove I was the superior one, and then everyone would recognize my powers.

"Oh yes." I moaned "You're so warm, keep taking my cock, do you see how much stronger I am now!"

"Oh…no…you're gonna make me…OHHHH!" she screamed as she orgasmed.

"YESSS!" I roared as I felt my power overtake my sisters.

I felt the powers of darkness overtake me, filling me with total strength to rule. I groaned as I felt my chest get heavy and my cock get even harder, I was now more dominant of people and my body showed it.

"Oh yes this is wonderful." I moaned feeling my tits "Yukino Queen of the night, has a nice ring to it don't you think?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see next time. I think for the next AU I'll go back and explore one of the ones I've already done.**

**Next Time- the rescue mission comes to a close and Lucy reunites with her favorite glasses wearing diva.**

* * *

_**Snakebit1995's Chapter Review** _

_**Chapter 480- Northern Gravestone** _

Mashima did it good, teasing Simon for a bit only to flip it and have him be an illusion for the real guy, pretty interesting. For a few weeks people had been speculating Simon WAS Neinhart it's nice to see that theory get a little rub but also be used as a deception.

Also really interested to see the stuff at the other battlefield soon.

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**Till Next Time!**

 


	140. A Long Ride Home- Evergreen

_Italics indicate thinking_

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**Lucy's POV**

"Natsu move!" I yelled.

"HMHM!" he gagged

We were attempting to make our escape from Alvarez in a magic mobile but were under attack but a huge sand golem, I was trying to climb up to the roof of the car to help but getting my big butt out the window with Natsu's head in the way wasn't easy.

"HAA!" I gasped as Natsu exhaled.

I had a good pair of jean shorts on over my plump butt but when Natsu exhaled his hot breath flowed right over the area where my vagina was, making it shiver and leak some female juices.

_So hot, I'm getting so horny._

"HMPH" I bit my lip to stifle a moan as I back my ass over Natsu's head.

Eventually I managed to get my cushy caboose out the window and transform into my Sagittarius Star dress, the thing was a little drafty and tight on my crotch but I manage to get a shot off that smashed the golem.

After that we got lucky and Blue Pegasus flying battleship arrived to pick us up, Mira and a few of the others were there along with Laxus and his team. Still we quickly got out of there and started flying home to safety.

"Well aren't you looking fine." Ever said seductively as she walked up to me.

"Not too bad yourself." I smiled as she swayed of in her tight silky green dress that pushed her round breasts up prominently.

"Mira tells me you've been busy. She smiled "Adding you your little family that is."

"I've been sowing some fertile seed lately." I giggled.

Ever suddenly kissed me "Enough with the metaphors and beating around the bush, let's fuck."

"Someone's eager." I laughed rubbing her butt as we slipped into a supply closet.

The two of us started making out, swirling our tongues as we groped and squeezed our feminine bodies. I was enjoying teasing Ever's hard nipples as they stood sharp on her round bosom.

"Oh Lucy that's perfect." She moaned as I teased her nipples.

I kissed and sucked at Ever's breasts before moving up her shoulder and neck, nibbling and kissing her skin. Ever was digging her fingers into my soft booty, even going so far as to press her finger against my butthole, tease it.

"You're so soft and warm." She whispered rubbing my curves with her manicured hands and painted fingernails.

"Yes I am." I said as she kissed my breasts, motor boating me.

Ever got close to me, out curvy bodies pressing together in a warming embrace the closet was little tight but we had enough room to move around so Ever could back her butt into me.

"Yeah there we go." I sighed pushing my penis into her slowly.

"It's been so long since I had this inside me." Ever sighed "Still don't hold back on my account."

"I won't." I said grabbing her hips and starting to thrust into her, watching her sexy body jiggle as I pounded her.

Ever and I both moaned as the closet was filled with the sounds of sex, my cock stretched her tight walls and made wet fapping noises. Evergreen groaned as her tits slapped around a bit and my butt clapped while our bodies collided.

"It's so good to get fucked by you." Ever sighed in pleasure "It's great to be back, this is so refreshing."

"Yeah after all that's happened today it feels nice to relax like this." I said slowly humping her.

Ever and I grinded against each other, moaning as we had sex. I felt the curves of her fleshy walls caressing my rod and making it quiver in satisfaction. My chest bounced and my rump shook with each of my powerful thrusts.

"Oh yes Lucy please harder." Ever squealed "I'm so close!"

"Oh!" I gasped "Get ready, here it comes!"

I gave Evergreen a few more powerful thrusts, stimulating her tight pussy, I felt my insides melting as I lost control and aggressively pounded Ever, her body started shaking and then she pop.

"OHHHSAAAAA!" she moaned as she climaxed "LUCY!"

"UGH GAAAA!" I moaned with her as my testicles churned and spewed sweet jizz into her tight pussy.

I pulled out, my cum seeping out of Ever.

"That was fantastic." I sighed coming down off my sweet high.

"Where do you think you're going." Ever said grabbing me as I prepared to leave "We've got a long trip ahead."

* * *

**Brandish POV**

"That blonde girl…" I blinked "Felt awfully familiar…I'll worry about it later."

I sighed and stripped my robes before stepping into the shower. I let the water pour over me, relaxing my body.

"Haa…" I sighed and looked down "You're just begging to be taken care of huh…fine."

I reached down and started to stroke my long thick penis to an erection. I grabbed my breasts to play with them as I leaned against the wall and jerked off in the shower.

Only one thing was in my mind as I jerked it, those Fairy Tail girls, the sexy catgirls with their tails, that blue haired girl in the skin tight one piece, the pink haired one and those big tits, the one with the long dark blue hair and how she took her bikini top off…and that sexy blonde with the nice rack and fat ass.

"UGHOOOOO!" I groaned orgasming and shooting my spunk down the drain.

I blushed and panted to catch my breath.

_If we get to go and crush them soon…then maybe I can keep some of those sexy sluts as little playthings._

I stepped out and began to get changed.

_Still Fiore…the place Mother's killer is from…_

"RAAH!" I punched the mirror, shattering it and cutting me had "The Heartfilia Family…I'll kill every single one of them for what they did to Mother."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**Next Time- Fairy Tail throw a party to celebrate everyone's return but Lucy may have had too many.**

**No Chapter Next Week cause I'll be celebrating my Birthday!**

* * *

_**Snakebit1995's Chapter Thoughts** _

_**Chapter 480- Histoire** _

**And on that day, Mashima Sank the Jerza ship, right there on a ship itself.**

**But Seriously this was a cool chapter and I'm curious about how it will play out with the other fights and less so Erza's. Gray and Lyon vs Ur seems most intriguing, but if we get to see Meredy fight or at least do a few moves against Zancrow that be cool too.**

**Also this chapter just confirmed Ikaruga and the other two Trinity Raven people died in the Etherion at the tower of Heaven, previously they were left up to interpretation (The Anime spared them)**

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**Till Next Time!**

 


	141. Chapter 94-Drunk

_Italics indicate thinking_

* * *

**Lucy's POV**

"WAHOO!" I cheered.

We had all just gotten back from Alvarez and before we got down to the serious business we were having a little party to celebrate everyone finally being back in one place.

"Go Lucy!" Cana cheered sitting next to me.

"Lucy you shouldn't drink too much." Flare said "Don't develop bad habits."

"Doing it once and a while at a party is fine." I smiled "I know my limits."

"Lucy's taking after me more and more!" Cana said hugging me, taking a moment to steal a squeeze of my bosom.

"Cana." I tapped her shoulder "Not so casually, and in public too."

"Come on Lu loosen up a bit." Cana grabbed my breasts "Get wild!"

"KYAA!" I screamed as she pulled my top open and exposed my large tits to the room.

"Cana!" I snapped covering my chest "how cruel!"

"Don't worry babe." She kissed my cheek "There's plenty more in store tonight."

"Cana?"

"It's a secret." She tapped my lips with her finger.

I was perplexed but ignored Cana and went on with the party, dancing with the girls, drinking having fun, a calm before the coming storm. As the night went on I felt myself getting friskier and frikeier, gradually taking various girls to the back of the guild to mess around for a bit. I tried to limit myself but I must have had a few too man because I blacked out somewhere around midnight.

* * *

**Later**

"Lucy~" a voice cooed "Wake up~"

"Ugh…?" I groaned opening my eyes "OHH!"

I didn't know what it was but I was horny as all hell, I needed to masturbate now, only problem was when I went to move my hands I was tied to a bed post, that's when I looked down and saw I was naked.

"What?"

"Morning sunshine." Cana's voice said through a card on the desk, the card had an image of Cana in her underwear.

"Yeah…UGH!" I groaned "Can you untie me, or take care of this?"

"Nope." She shook her head "I did that for a reason."

"What the hell Cana?" I yelled.

"Listen…I may have spiked your drink last night." She smirked in the picture "With a special potion that increases arousal."

"Cana…" I hissed.

"Now remember that time you made Erza run around town naked?" she smiled "Well I think you should practice what you preach, also seeing as that potions got you all twisted up I bet you'll have to make a pitstop every so many blocks."

"I'm gonna kill you for this."

"I left your clothes at the mansion." She said as a card shot out and untied me "See you later Lucy, if you get here at a reasonable time…you can claim a prize."

I rubbed my wrist as I stood up, I looked around and there wasn't anything I could use for clothes.

_Alright I see how it is…fine then, bring it on, I bet I can get home without jerking off once._

I peered out the door, I looked at the street, coast was clear from the house to the alley. I made a mad dash across the road, the wind brushing over my skin as my large breasts and cock slapped around as I ran.

_Maybe this will be good for me, I could use the exercise._

"This isn't so bad." I said "OAAHHHH!"

Suddenly I was hit with a wave of pleasure and my dick got rock hard.

_My body…is on fire!_

"UGH!" I groaned squatting down and wrapping my hand around my thick cock "Oh I need it!"

I squatted there, jacking off with one hand and grabbing my tits with the other. I was so horny all the sudden and even being out in the open I needed relief desperately.

"uh…uh….HAAAAAUUUU!" I groaned letting my tongue flop out of my mouth as I shot cum against the stone pathways of the alley.

_Dammit Cana!_

I was able to relax again, I snuck up to the street, people were starting to wake up and walk around, if I was gonna make a run again I would need to be quick and pray no one would see me. Again the second I saw my opening I booked it, my body bouncing as I ran, I'm pretty sure someone saw me, I could just feel it. Again though the second I hit the next alley I was struck down with the need for an orgasm. I leaned on the wall and jerked off until I was able to blow my load and calm down.

I knew if I could cut through the park I would be able to get home much faster but there would be risk as I would be more likely to be spotted there.

"Oh come on." I hissed hiding behind a tree.

There were a bunch of teenage girls just laying out tanning in the park, they all had on bikini's that showed off their body.

"Oh yeah…" I huffed jerking off to them as I stayed hidden.

"HA…UGH!" I groaned quickly splooging on a tree.

_If this was a different set of circumstances I would have liked to join them, I could use a little tan._

I skirted around the girls and sprinted into the forest, feeling my ass wobble and my tits shake.

"Finally…" I panted stepping up the steps of my house.

"Mama?" Asuka walked out.

"Uhh…hi sweetie." I sighed.

"Mama why are you naked?" she asked "Should I get naked too?"

"No, don't!" I yelled "Mommy had a bad night, is your Aunt Cana here?"

"Yeah I think she's in your room." Asuka said.

"Good…I'm gonna go kick her ass!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy plays dolls with Michelle.**

**I've got finals and such so no chapters for a few weeks, sorry.**

* * *

**Snakebit199's Chapter Review.**

**Chapter 483- Seven Stars  
**

**Not much to say about this chapter, everyone's moves looked cool. I'm really interested in Eileen and what she brings to the table and her relation to Erza, I think we've got some interesting stuff coming up.**

* * *

**Till Next Time!**

 


	142. Chapter 95: Barbie- Michelle

_Italics indicate thinking_

* * *

**Lucy's POV**

"You're sorry right?" I snarled at Cana.

"I'm sorry." She pouted cleaning the floor.

"Good, not scrub the whole kitchen I want it spotless." I huffed.

I started to walk away, I saw the kids playing in their little playpen, made sure Nashi and Mirai were still napping and then relaxed on the couch a bit, it's nice to be home have everything back to normal for a change.

"Hello!" my front door was flung open.

"Huh?" I sat up.

"Big Sis!" Michelle dove onto the couch "I've missed you!"

"Michelle." I hugged her "You're back, I didn't realism you hadn't gotten back yet."

"That's so hurtful Big Sis!" she sobbed.

"I didn't mean it like that!" I said "I've just been caught in a whirlwind of stuff and hadn't really been looking around, where have you been the last year?"

"I was working in Crocus." She said "In the castle, I had heard you were there for the Grand Magic Games but I couldn't get off to come see you, I'm sorry."

"It's not big deal, but I was staying in the castle I'm stunned I didn't see you." I told her.

"Oh well I was down in the subterranean caves." She smiled "Working with the knights down there."

"Oh I guess that's why I wouldn't have seen you." I nodded "Did you learn stuff?"

"Of course I did." She smirked "I've improved my sword skills and all around magical abilities…and some other skills too."

"Oh?" I raised an eyebrow.

"I can show you." She giggled "But not here, how about your room?"

"Sounds good." I nodded.

The two of us stood up and headed into my bedroom, as soon as the door was closed and locked our lips were the same, locked in a long coming kiss. We hugged one another as we kissed, our breasts squishing together as Michelle and I fell back on the bed.

"HMMMM!" I moaned into the kiss.

"MMM!" Michelle hummed back.

We started to caress each other's bodies, rubbing our hands over our breasts and hips.

"Big Sis." Michelle moaned "You're still so sexy."

"Thanks." I whispered pinching her nipple "You look great too."

Michelle crawled down to the foot of my bed and started yanking my pants off, once my cock was free she started stroking is a bit before wrapping her breasts around it and shaking them. Her cleavage was so soft and warm I felt great and the slickness as Michelle licked the tip to help lubricate her mammary valley was so nice. Michelle kept shaking her tits and bobbing her head, sucking and tit fucking me.

"Oh Michelle." I groaned pushing myself up on my elbows, my chest wobbling to adjust to gravity "That feels fantastic."

"I told you I've been practicing." She smirked before going back to her vacuum like blowjob.

I laid there for a while longer, moaning and hissing in pleasure as Michelle sucked me off. She seemed to be in her own little world of pleasure as she was enjoyinh her foreplay, still with the skills she was displaying I just wasn't able to keep myself contained any longer.

I felt my balls get sore and my cock twitch as I released my pent up pleasure.

"OHHHHH!" I moaned blasting Michelle in the face with cum, some of the ropes shot high before splatting back down on her creamy tit flesh.

"Still so delicious." Michelle smirked licking my spunk off her breasts "Tastes even better since it's been so long since I've had any."

"Get up here." I waved her "I wanna get inside you."

"Of course Sis." Michelle said laying on top of me, mashing our tits together.

The two of us kissed for a few moments before Michelle reached back and lined my dick up, slowly moving her ass lower to slid my dick into her pussy.

"Oh yeah~!" Michelle groaned.

"You're still as tight as I remember." I smiled.

The two of us kissed as we rolled our hips, grinding our bodies together. Michelle's nipples were getting rock hard, as were mine and soon they were digging into our big perky boobs. I continued to thrust my hips into my sister like former doll. The tow of us were still making out as we made love, it all made me feel so turned on. Michelle wrapped her tongue around mine in our mouth as we forcefully kissed, she also slammed her plump rump down on my girthy dick, making me hiss in pleasure.

"Oh…Michelle!" I moaned.

"Lucy~" she squeed "I can't take this!"

"Cum with me." I whispered as I hugged her while thrusting into her tight vag.

"Yes…Yes….YESSS!" she screamed.

"HAAAA!" I yelled out with her as I started filling her tightening pussy up with globs of my thick creamy jizz.

The two of us liad on each other for a bit, my cock still twitching and unloading a few more ropes into Michelle.

"It's so good to have you back." I whispered.

"I'm happy to be back." Michelle smiled as she hugged m close, falling asleep with my dick still in her.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Let's go hang out with a different Futanari for a bit, one in a different country perhaps?**

* * *

_**Snakebit1995's Chapter thought** _

_**Chapter 484- Six Monsters** _

**Kagura is just so cute. Erza is and always will be my Best Girl but Kagura is always so cute and holds an place in my heart.**

**It's nice to see Brandish doing something a little nice, I really hope she doesn't turn bad again. I really want her and Lucy to be friends.**

**Eileen/Irene(Depending on Translation.) is so interesting. I can't wait to see how she'll play into things with the story, specifically Erza. I wonder what would happen if her and Mira crossed paths in the north, since Mira and Erza are close friends I'd be fascinated to see how they'd interacts, Minerva and Eileen as well.**

**I'm more interested in Eileen for my Fairy Tail OC sotry where the OC and Erza are married, that could be important there.**

* * *

**Till Next Time!**

 


	143. BIG- Brandish and Dimaria

_Italics indicate thinking_

* * *

**Brandish POV**

"Haa…" I sighed leaning back in my chair.

"You look wonderful as always." Marin said.

"Shut up." I looked down on him.

I stomped my foot down "Paint my nails in silence you worm." I sighed.

"Yes of course!" He said "but before that can you return me to my original size."

"Mmm…" I picked him up with two finger "No."

I flicked my wrist and toss him across the room "I changed my mind, leave me alone."

I heard a knock on my door and saw someone walk in.

"Randy~" Dimaria cooed.

"Di…" I looked at her "What do you want?"

"I heard you let some mice escape." She walked in "Why'd you do that?"

"I didn't let them escape." I looked at her "I just didn't feel like wasting my time, besides one of them was annoying."

"What do you mean?" she asked sitting next to me.

"That little blonde one…something was off with her." I said.

"Then why not kill her?"

"It's weird I felt…Like even if I was serious I wouldn't be able to do it, like if I had tried to kill her I would have gotten close but I wouldn't have been able to finish the job. Something about her…felt familiar."

"Hmm?"

"I just can't place it." I shrugged "something about that girl…I need to know more about her."

"You should get ready." Dimaria said "They called a meeting of the twelve…and you should probably turn Marin back to normal, you'll need his ability."

"I don't wanna." I pouted.

"Come on." She poked my shoulder "What'll it take to get you to go?"

"My usual fee." I blushed looking at her.

"Very well." She leaned by my ear "I guess I'll have to convince you to…come."

Dimaria spun around and got on her knees before me, quickly pulling down my short shorts and freeing my girthy cock. She licked around the tip as I sat there and was soon inhaling my thick dick and bobbing her head up and down.

"Yeah that's it." I rubbed her head as she sucked me off "I love it when you please me."

"Let's not make a habit of this." Dimaria said "I only use you to satisfy my own needs, not yours."

"You're such a bitch." I moaned.

"Pot calling the kettle black." She raised an eyebrow as she tickled the tip of my dick with her tongue.

I reached into my top and started to rub my nipples, Dimaria looked so sexy with my dick in her mouth, my cock plunging down her throat.

"Oh yeah that's it you slut." I moaned "Get ready to drink my cum!"

"UGHMM!" Dimaria moaned moving her head faster and faster.

"Oh…oh…OHHH!" I moaned as I blasted all over her face and down her fleshy throat.

Dimaria happily swallowed it and I pulled her up into a kiss, swirling my tongue around her cum coated mouth. I pulled out of the kiss, a string of saliva mixed with cum connecting our lips.

"Get your ass on the bed right now." I demanded.

I pulled the blonde woman onto the bed and pushed her onto her back, she briefly bounced off the cushions before smirking.

"Who said you were in charge here?" she smirked.

"Just shut your mouth and take it." I said ripping her top off and grabbing her breasts.

I shook those paltry breasts a bit before stroking myself to her chest.

"I know what you're thinking." Dimaria said "And don't you dare."

"Hmph." I smirked "Well you know I like big girls."

I slapped my cock between her tits and snapped my fingers.

"HMMM!" She moaned as her mostly boring breasts suddenly grew to the size of watermelons "Jeez these are heavy."

"Just how I like them." I said starting to use her pillowy breasts for pleasure "Bigger is better in my opinion."

"Ugh." Dimaria moaned as those titanic tits wobbled "you don't have to deal with supporting these, you better turn me back to normal when we're done."

"I'll think about it." I said as my balls slapped against the undersides of her hefty boobies "First let's get a nice load of cum to coat these babies."

I kept thrusting into her tits before I felt my balls tingle and start to tighten up.

"GRUGG!" I grunted as I busted all over Dimaria's creamy tits, still unsatisfied I reached out and rubbed the cum into Dimaria's tits before flipping her over and slamming my cock into her pussy.

"OHH!" she gasped "Warn me before you go sticking things in holes dammit!"

"Why do you care you're sopping wet, you wanted it." I said as I picked up the pace.

My breasts jiggled a bit but compared to Dimaria's huge hooters mine looked small. My partner was laying on her belly, her head near the cleavage of her two giant tits.

"Oh yeah." I groaned spanking her ass as I pounded her pussy "You like this don't you, you slut!"

"UGH!" Dimaria grunted back, moving her ass to slam it back against my crotch.

"You're just as tight as the last time." I smirked slamming her puss.

The two of us grinded together, out bodies jiggling and bouncing as we coupled.

"Oh yeah." I moaned "Here it comes, get ready!"

"HAAAA!" We both moaned as we split a mutual orgasm, spewing out cum and juices.

The second I was done filling her up I laid on Dimaira's huge tits, nuzzling into the soft flesh.

"Turn me back." She demanded.

"Fine." I snapped instantly shrunk her back.

"Now get dressed." She said doing so and walking out "and don't be late."

"Fucking bitch." I mumbled "She's so uncute…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Since I'm busy with Summer stuff stories are just gonna update whenever i feel like writing them. So the time between updates can fluctuate forms weeks to only a few days apart.**

**Next Time- Lucy heats up**

* * *

_**Snakebit1995's Chapter Thoughts** _

_**Chapter 486- The Four Guests.** _

**Really interesting chapters, we're getting really close to seeing Yukino and Angel reunite and I can't wait. Gajeel and Levy were also cute and I laughed when Gajeel said his line about wanting a place to die was just him trying to sound cool.**

**Also Lucy Breast Expansion for a panel, that was hot.**

* * *

**Till Next Time!**

 


	144. Chapter 97- New Morning

_Italics indicate thinking_

* * *

**Lucy's POV**

"OUF!" I mumbled rolling out of bed "What time is it…?"

I looked over at my clock and saw it was 6 am. I sighed, stretched again and headed to the bathroom for a shower, hopefully that'd wake me up a bit more. My feet stepped onto the cold tile floor of the bathroom, sending a chill down my spine. The chill made my nipples uncomfortably hard for a second, as well as shooting a tingle through my balls.

"Haaa." I sighed turning the shower on nice and hot.

As steam gently poured out into the room I tossed my sleeping shirt and shorts off. I stretched again before stepping into the scalding water.

"OHH!" I hissed "A little hotter than expected."

Still it felt so refreshing and I was definitely awake now. I got myself all soaped up, rubbing the bar over my breasts, in my cleavage, over my soft stomach and crotch as well as on my big booty.

"HMMM!" I let out a tiny moan "Feels so nice to get clean like this, scrubbing every inch."

My dick still had morning wood so once it was all slick and lubed up I started jerking off in the shower. It felt nice to just relax and let go, please myself here and now, all alone, no distractions, no one to please but me.

"Oh…Oh yeah!" I moaned roughly squeezing one of my breasts while stroking my cock and grinding my ass against the shower wall "Ha…ha…HAAAA!"

I orgasmed and shot a few ropes of cum down into the drain. I took a few moments to catch my breath amongst the steam before I finished washing up and drying off. I wasn't really ready to get ready for my day full out yet so I just threw on my bathrobe, the feeling of the fabric on my bare skin was refreshing.

I headed out into the kitchen and threw a pot of coffee on to start before going out to pick up the paper and stuff.

"Haa…" I sighed again pouring myself a cup of coffee "Coffee, AKA the magic that wakes you up."

"HMM!" I squirmed feeling the warm fluid run down me.

I looked out the back window into the yard, seeing the sun rising behind the tree line.

"What's that?" I took a minute to let my eyes adjust and saw that Éclair and Momon were out in the yard on mats, doing some sort of morning Yoga routine. I walked over to the back door, coffee still in hand as I headed out onto the backyard grass.

"You ladies are up bright and early." I smiled.

"Oh hello Lucy." Éclair said putting her foot back on the ground "Yes, I find the sunrise refreshing, and the morning exercise wakes me up."

"I bet it does." I said looking at her skin tight Yoga outfit.

"It's nice, you should join us!" Momon smiled.

Both Éclair and Momon were in tight sports bras and yoga shorts, Éclair's were red and her birdbrained friend was in yellow.

"Well I'm not really dressed for a workout." I smiled gesturing to my bathrobe.

"Well I suppose you could try it naked if you like, I hear that's apparently quite refreshing." Éclair smiled.

"I'm not big on the exhibitionist thing." I blushed "I mean I'm not against it, but I had my fill of it after what Cana pulled the other week."

"Well Im not against it." Éclair smiled seductively "Why don't we change, I'll give you my Yoga outfit and then I'll do my poses nude."

"Uhh…I don't think you're clothes will fit me too well." I blushed.

"Nonsense they'll be fine." She said pulling her sports bra off.

_I don't think I have much of a choice in this._

Éclair stripped naked and tossed her clothes to me. I sighed and discarded my bathrobe, briefly standing naked before the immortal and her pet bird. I took the bra first, pulling it over my head and pulling it down over my large breasts, the bra was way too small, it was tight, almost painfully so, but it pushed my tits together and made my cleavage look deeper than normal.

_Breathing is a little restrictive but not too bad._

I got to the shorts next, I barely got them to my thighs before I knew that they were gonna be way to small, Éclair was a stick, I was a curvy babe, her rail thin clothes weren't gonna fit me. I still pulled them tight, feeling my cushy butt cheeks fill the shorts and even spill out the sides a bit, the front was tight too, there was a clear bulge in my shorts.

"It's a little tight." I wheezed a bit.

"It's fine." Éclair said throwing down a third mat for me to use.

I walked over to the mat, my whole body jiggling in my skin tight clothes.

"Let's begin." Éclair said standing on her mat "Lunge."

Éclair and Momon both leaned forward and I flowed their motions.

"And raise to the sun." she said moving her arms up.

I followed her, puffing my chest out, the movement of my legs had me feeling like my shorts were gonna tear at any moment.

"And twist." Éclair said rotating at the waist "How do you feel Lucy."

"Fine." I said turning.

"Good, now downward dog." She said bending over and raising her butt to the sky.

"Hmm." I bent over.

***RIPPP!***

"Oh boy." I gasped feeling a breeze.

I shot back to standing up straight, I looked over my shoulder and saw the tear right down the center of my shorts, my ass partially exposed.

"I told you they were way too small." I blushed.

"Oh well." Éclair said still in her pose "Don't fall behind."

"Tsk." I grumbled looking at her ass "You're really ruining the start of my day."

While she was still bent over I grabbed her hips and pushed the bulging in my shorts against her pussy.

"Ohh!" Éclair moaned when I whipped my dick out and pushed it into her "Lucy!"

"HNGH!" I groaned "You're tight!"

I didn't waste any time and started fucking Éclair right there in the yard, the clothes were too restricting so I tossed the tattered shorts.

"HRAAA!" I moved my hands, letting Éclair back her pussy on my cock. With my hands free I was able to rip the sports bra open, my tits spilling out "Much better."

Now that I was free of all the too small clothing I was able to go ham on Éclair, thrusting powerfully, holding her hips as I railed her from behind.

"So how does this feel!" I asked "Are you refreshed now?!"

"OHH!" Éclair moaned.

"Ha…HA!" I gasped as I felt my butt cheeks be spread and a tongue flick around near my pussy and asshole.

I looked over my shoulder and saw Momon was eating my out as I fucked her friend.

"Naughty little bird." I giggled "Still that feels good."

"HMM!" the blonde haired bird girl smiled as she licked me.

I felt my thick cock plunging in and out of Éclair's tight pussy, sex like this bright and early, this is a way to wake up.

* * *

**Flare's POV**

"Hmm…" I said looking out the window while pouring a coffee "She must have put this on before all that started."

I saw that outside Lucy was engaged in some sort of threesome with Éclair and Momon. Just by watching I was getting turned on, my nipples getting hard under my dress.

"Ah well, no reason to make her stop." I laughed walking out of the kitchen.

I went down the halls and opened one of the door, inside were a bunch on sleeping babies.

"Mama…"

"Morning Rexy." I smiled walking over to his crib and pulling him out.

"Hmm…"

"Oh someone else is awak too." I smiled at Aqua.

"Ha." She blinked.

"Ugh." I picked her up with my free arm "Let's get you two ready for the day huh, then we'll make breakfast."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- The gang starts to prepare for the war.**

**Till Next Time!**

 


	145. Prepaing for War Part 1

_Italics indicate thinking_

* * *

**Lucy's POV**

"Haa…" I looked down at the papers on my desk "I'm stumped."

"Stumped about what?" Natsu asked.

"GAH!" I yelled "Don't sneak up on me like that! And how'd you get in here? This is my room in my house!"

"Just came in like always." He shrugged "So what's the problem, can I help?"

"Sure just avoid my question." I sighed "I'm trying to write part of my novel but my inspiration is kinda dead all the sudden."

"You're still writing?" he asked.

"Of course I am!" I snapped "I'll have you know aside from just journalism I wrote a few short stories…they were quite popular in certain…circles."

"Huh?" he raised an eyebrow.

"It's a little…saucy." I blushed "But my readers like that I guess. I use a pseudonym so no one knows it's really me."

"So you're stuck?" he asked looking at the paper "I guess you are the page is blank."

"I know." I frowned "Normally I just write about some of the stuff I've done myself, like in my last story I wrote about that thing we did where you held me upside down, it was really popular, I got all hot and bothered just writing it. Normally I can spark a few idea's by rubbing one out and getting turned on but even that's not working tonight."

I pointed down "See."

My dick was hanging out of my shorts, erect and pulsing with need.

"I'm all excited but I've got nothing." I said putting my head in my hand.

I looked at Natsu an smirked.

"Maybe Uhh…you help me get some inspiration?" I raised an eyebrow.

I didn't let Natsu object as I reached over and pulled his pants down to his ankles, freeing his half erect dick.

"Ready?" I smirked.

I leaned forward and licked his cock before I swallowed it and started sucking. Natsu began to moan as I sat at my desk and gave him a blowjob. While I was sucking I reached down with my free hand and started jerking my cock, getting turned on that way as well.

I kept on sucking and stroking, both Natsu and I were humming with pleasure.

_Ohh this is doing it for me, I'm really ready now!_

"HMMM!" I hummed as I stroked myself even faster as I felt Natsu's cock twitching in my mouth.

"UGH!" Natsu moaned, suddenly filling my mouth up with his hot jizz while I grunted and blew my load on the floor.

"Yeah." I licked my lips "That was some good inspiration."

* * *

**Erza's POV**

"A nice relaxing bath." I said sinking into the water with Wendy.

"Yeah." the girl in her grown form sighed doing the same "It's so good to get all the aches out, especially with what's coming I could use the break."

"You're correct." I said, the water causing our breasts to bob up and down "Sometimes it's nice to have a break before a stressful event. Will you be okay Wendy?"

"I'll be fine." She smiled "I'm gonna protect everyone too, just like you."

I cracked a small smiled "You really have grown up."

"I sure have." She giggled cupping one of her breasts "Sometimes I look even as grown up as you."

The two of us laughed about her little jab before relaxing in the bath water together.

"Say now Erza." Wendy said brushing some wet hair behind her ear "Rumor has it you have a special potion that temporarily turns a woman into a man."

"Yes, Mira and I did brew some." I answered "Why are you interested in using it for some fun with Shelia?"

"Not really." She said "Or at least I don't have any plans to use it, I much prefer my position as a woman in a relationship."

"I see, though I will let you know occasinallly being a man isn't so bad." I smiled "Mira and I had quite a bit of fun with the potion."

"That's what she said." Wendy smiled seductively "Apparently your male form is quite the muscular stud muffin."

"Yes." I nodded.

"Well you know…if he wants to come out I wouldn't mind taking him for a spin." She smirked.

"Well I can show it too you…" I stood up in the bath before placing my hands on the floor and sticking my big butt back "But I might need a little…persuasion as a woman first."

"Hmph." Wendy smirked and crawled up behind me "I think I can do that."

"OH!" I gasped as Wendy spread my cheeks and took a big long lick of my snatch "Yes, oh that's nice."

I relaxed on the edge of the bath as Wendy went to down eating me out. I just moaned as she used her tongue to caress the walls of my juicy snatch, even going so far as to tickle my clit a bit.

"Oh Wendy you're doing so well!" I moaned as she dug her fingers into my ass cheeks "This is some of the best I've ever had!"

"You taste so good Erza." She moaned nibbling on my soft ass before diving back into my pussy "I can't wait for you to cum all over my face!"

Wendy kept licking, I opted to lean on one hand and rub my left breast with the other hand, I was getting so turned on, the licking and the shaking of my body, I just wasn't going to be able to bear it.

"Oh…HA!" I gasped as Wendy's tongue swirled over my G-spot "OHHHH GODD!"

I shivered as a climactic orgasm coursed through my body, I let loose a torrent of juices that covered Wendy's face.

"MMM Erza." She licked her lips "That was so tasty."

"I'm glad you liked me." I said sitting on the edge of the bath, gently rubbing my pussy for casual stimulation "Are you still up for more?"

"Of course I am." Wendy stood there, the steam rising around her "I'm dying to have my pussy to try out your male look. Hurry up and drink that stuff I'm getting wet just thinking about it!"

"Alright, Alright." I said drying my legs off and going to my bag where I pulled out a vial.

I got back in the bath and stood before Wendy before drinking the potion, it only took a few moments but soon I felt my gender shifting once more, my breasts melted away into two strong pectorals, my soft belly hardened into a tight set of six pack abs, my hair sank into my body as it got short and my facial features sharpened, and lastly my warm pussy slowly closed and a big thick cock formed.

"MMMM!" I grunted in a deep voice as I scratched my now male crotch "It still feels strange to do that."

"OH WOW!" Wendy squirmed before me "You really are a gorgeous hunk Erza! You like a guy right out of my dreams."

"Glad you like me." I said putting my hands on her hips.

Wendy reached up and rubbed my chest and abs "So hot."

"No foreplay." I said squeezing her ass roughly and feeling my dick get hard "Let's fuck."

"Yeah let's do it!" Wendy got on the floor and spread her legs wide "Put that big stud cock in me!"

I walked up to Wendy stroking my thick cock as I got between her legs.

"HMM!" I gave her wet pussy a gentle rub "Sure you'll be able to take all this you little girl."

"Heh." Wendy smirked "Just shut up and fuck me already, your cock is rock hard so I know you want it."

"UGH!" I grunted as I pushed my dick into Wendy's tight pussy.

"OHH SO BIG!" Erza moaned.

I reached out and grabbed one of Wendy's heavy tits, roughly squeezing it as I fucked her hard. Wendy always looks so sexy in her adult form and I wasn't gonna hold back on her, I was ramming her as hard as I could manage, her tits were wobbling all over the place each time I slammed my cock into her warm hole.

"Oh Erza!" she moaned "Don't stop, harder!"

"You're such a little slut Wendy." I growled ramming her even harder "You love taking cock don't you, even if it's from someone who's really a woman!"

"I just love cock!" Wendy moaned "Keep going!"

I held Wendy tight against my muscular body as I fucked her, we were both moaning, my deep throaty grunts and her soft womanly gasps combining for a song of sex. The two of us kept going at it, her big breasts tightly pressed against my hard pecs.

"OH WENDY!" I moaned "Here it comes!"

"HA…HA…OHHH ERZA!" she moaned as we both orgasmed, my cock spraying a thick load of cum into her young pussy.

I slipped back into the water, feeling my dangling dick wading around under the water.

"You're not stopping already are you?" she asked standing up and spreading her pussy lips "Cause my pussy is still raring to go."

I felt my cock get erect instantly at her offer.

"If you can take it I'll dish it out."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- In preparing for the war Lucy stumbles into a 'hole'**

* * *

**_Snakebit1995's Chapter thoughts_ **

**Chapter 488- The Two of us…together, forever and always.**

**Sad chapter, but a good one. Not much else to say about it.**

**Looking forward to the coming stuff with Mest and the Pandora's box he just opened up. Also really looking forward to the end of the chapter title Countdown.**

**Till Next Time!**

 


	146. Chapter 99: Glory Hole

_Italics indicate thinking_

**NOTE: This chapter is intentionally left short so that I can devote lots of time to the Main Story's 100** **th** **Chapter!**

* * *

**Lucy's POV**

Everyone was on their toes, a major battle was just about to start and we were all nervous, me included. I was worried about what would happen, Flare is a good wizard but will she be able to protect all the kids who can't even walk yet?

I was at my wits end with worry, I was gonna make myself sick, I needed to just get up and stretch my legs, and make sure not to puke with fear. As I was finishing up using the bathroom I noticed something unusual, a hole in the wall and some text above it.

"Place dick here." It said in black marked.

"Who the hell defaced my wall like this!" I yelled "It'll cost a fortune to fix this! But how will I know who did it…"

I hummed and looked at the whole.

_I suppose that could work…_

I shimmied my shorts down a bit and slipped my dick into the whole, it was a bit of a tight squeeze but I got in there with some breathing room.

"OHHAA!" I gasped as I felt someone start sucking my dick.

I could hear soft sucking noises on the other side of the wall as a tongue swirled around my dickhead. I couldn't stop moaning when I quickly felt the mouth let my cock free before being pulled back in, the second time felt different, I was pretty sure that it was a different mouth and that suspicion was confirmed when I was released again and two tongues started swirling around my cock.

"Oh…OH!" I moaned as I felt two mouths sucking my cock "I can't…take this!"

I felt my balls tingling before I started shooting cum into the back side of the wall. I heard two girlish giggles before my now flaccid cock was pushed back out the whole. I quickly looked through the whole to see who it was but they had made a really quick escape.

"What the hell was that." I said "I mean it felt great but I just got blown by a two totally random people and I have no idea who they were."

* * *

**Wendy's POV**

"OH!" I moaned as my pussy was licked "That was a really good job sucking off Lucy we did. She didn't even know it was us."

I played with my boobies and looked down at Ramona who was nose deep in my snatch.

"HMM!" I hummed "You did really good too."

"Thanks." She blushed flicking her tongue over my clit "It was fun."

"Cana was right, drilling that hole was a genius idea." I moaned as I was serviced.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Side Note: I am working on an idea based of the Stone Age Omake.**

**Next Time- Lucy takes a bath.**

* * *

**_Snakebit1995's Chapter thoughts_ **

**_Chapter 490- Fairy Tail ZERO_ **

**Interesting Chapter, I'm glad Eileen's spell didn't totally screw things up and reset time like some people thought. I think this should be interesting to see how some of this plays out.**

**I'm still waiting for Erza to eventually meet Eileen and see what comes of that, and I'm curious about what role Brandish will play now that she's alone again.**

* * *

**Till Next Time!**

 


	147. Chapter 100: Lucy and Brandish

_Italics indicate thinking_

* * *

**Lucy's POV**

"Alright." I nodded looking out the window and seeing that the battle was finally starting "I should go help too."

"Hmm…HmmHmmHmHm." I suddenly heard humming.

"HMMHMM…HMMHMMHM~" it sighed.

I could tell the sound was coming from the bathroom, I saw slight steam dripping out under the door crack.

I walked over.

_It's definitely coming from in here._

I pushed the door open and felt a blast of hot air and steam hit me. In the bath was a woman, tall, short green hair, and large breasts, through the water I could see she was like me.

_A futanari._

It was that Brandish woman from Caracalla Island.

"Oh." She sighed looking at "So this is your house."

"What are you doing in here?!" I yelled.

"I'm wondering." Brandish sighed "Why do you feel familiar?"

Brandish sighed again, the steam of the bath making a bead of sweat roll down her face.

"Get in." she told me.

"Huh?" I gasped "You come into my house and my bath and tell me to get in with you?! I'll have you know-."

"Don't make me repeat myself." Brandish cut me off "You've lost since I stepped foot in this town, you remember my magic do you not, in a second I could shrink everything and everyone in this little town. But I'm enjoying this bath so I won't just yet."

"Hmm…" I shivered with fear.

"Do you understand?" she asked "As long as you do what I say you'll be fine, I take good care of my playthings."

"Why are you doing this?" I asked.

"HMMM!" Brandish glared "You testing my patience! This is your last chance, get in or die."

_This woman…I don't know why she's here…_

I pulled my hair loose and took my shirt off, exposing my chest to her, I then slid my skirt and panties off and let her see me fully naked.

_If it's a fight she wants it's a fight she'll get._

"So…" She looked at my cock "You are one of those like me."

I ignored her and stepped into the water, sitting in an uncomfortable position at the foot of the tub, before I said much Brandish reached out with her foot and started rubbing my dick.

"HA!" I moaned.

"Not a bad size." She commented "Just a little longer than mine, but slightly less girth."

"OHH!" I moaned more as she used her toes to tease my cock to an erection.

"You moan a lot." She smirked "I like that. I love how sexy you dress, those big breasts and that cute little ass…damn…"

"HA….HA!"

Brandish kept using her feet to stroke my cock while jerking herself off to me, I couldn't believe this is really what she wanted just to embarrass me with a foot job in my tub.

"Look at that face!" Brandish moaned "You're gonna cum aren't you sweetie…yeah that's it."

Brandish was stroking her cock and rubbing her breast.

"Yes…cum for me." She egged me on.

"Ha…OHOHHHH!" I moaned letting my head roll back as I lost control and spewed out cum all over her feet and the bath water.

"Ha…ha…" I panted, the heat of the bath and my recent orgasm burning me up "W-Why are you doing this? Why are you here?"

"You know…you're kinda cute." Brandish smiled "But…"

She suddenly made a headband with cat ears appear and placed it on my head.

"Much better!"

"WHAT THE FUCK IS GOING ON!" I yelled.

"I…" Brandish sighed "Feel like I know you from somewhere."

"We met on Caracalla Island." I said.

"No…" she frowned "Before that…you feel…so familiar."

"Well I was a model in an issue of Sorcerer Weekly." I blushed "A reporter too."

"The magazines of this nation are of no interest to me." She sighed "It's something else."

"The Grand Magic Games?"

"No…I can't put my finger on it." She frowned.

"Is that why you came here?!" I yelled.

"Yep." She nodded.

"OH COME ON!"

"And take that headband on we're having a serious conversation here." She blinked.

"GRR!" I hissed.

"Wash my back." Brandish said getting out of the bath.

Worried about noncompliance with her demands I took a cloth and scrubbed her back.

"So, what's your name?" she asked.

_She doesn't even know my name?!_

"Lucy." I mumbled.

"HMH." She nodded lowering her head.

_She put her guard down…this is my chance!_

I reached towards my discarded clothes and picked up my necklace, the fragment of Aquarius key.

_If I take out one of the 12 right here…_

"Ah yes, that's it." Brandish picked her head up before I could stab her "Layla's Daughter."

I stopped.

"You…know my mother?"

"So it is that." She mumbled.

Brandish turned around and gave me a dark terrifying glare "You're her daughter?"

"MMM!" I got nervous as I saw the ceiling getting closer "SHIT!"

_She'll shrink the whole mansion!_

"How do you know my mother?" I asked getting outside.

"That's not important." Brandish yelled throwing her jacket on "You'll die!"

"Not a chance!"

A handful of cards flew by and blew up in Brandish face.

"Stay away from Lucy." Cana growled.

* * *

**Later**

"Hmm…" I sat in the guild looking at the bed.

Brandish was in it, she still refused to talk, even after Cana and I beat her with help from a sandstorm and she had nearly been choked out by her own underling.

"HA!" she jumped up in the bed "Where am I?"

"The infirmary." I said.

"Hmm." She looked at her Anti-Magic handcuffs.

"Sorry but I can't take them off." I told her.

"Where is Marin?"

"Still locked up I think." I hummed "He tried to kill you; luckily I was able to stop him in time."

"Why?" she asked.

"Cause you don't need to die." I said "And…like you to me I feel something strange about you. You took a bath with me so you can't be all that bad."

"Your questions are about Layla correct?" she asked "Remove my shackles and speak alone with me and I will talk…that is my condition."

"…" I looked at her "Okay."

I unlocked the cuffs and she stretched her fingers and wrists.

"My name is Brandish Mu." She said "My Mother's name is Grammi…she was…one of your mother's servants."

"Huh…" I blinked.

_I don't remember anyone by that name._

"When Layla gave up being a wizard she gave the three keys she had to three of her servants." Brandish explained "The man named Zordio was given Capricorn, Cancer to a woman named Spetto, and my mother was given Aquarius' Key."

_Aquarius…but…I've always had that key for as long as I can remember._

"My mother looked up to Layla." Brandish said "She polished that key every day…"

Brandish bit her lip "And then Layla betrayed her."

"What are you saying?"

"Where do you suppose that key came from?" she asked.

"It was Mama's." I said "It was given to me when I was just a little kid."

"That key was left in my mother's care, how do you suppose you got it? She asked.

"I…don't know." I said confused.

"It's simple." Brandish stared blankly "Layla killed my mother for that key."

"No that's a lie!" I yelled "My mother would never do that!"

"How stupid are you?" Brandish sighed "You live in a palace of affection, with a full family."

"HA!" I gasped as Brandish jumped out of the bed and tackled me.

She wrapped her legs around my torso and covered my mouth with her hand.

"MHM-STOP!" I gasped.

"I have nothing against you honestly." Brandish said squeezing the air out of my body "But this is all I can do to take revenge for my mother, so please…please just die!"

I felt water on my back it felt like she was crying but my whole body felt wet. I suddenly felt my body get pulled away, my whole body felt damp.

"Huh?" I looked down and saw deep blue scales and a fin.

_This is…_

"What was that about my key again?"

I looked up and saw a beautiful mermaid.

"Aqua…Aquarius."

She looked at me "You've grown a bit Lucy."

"Ha…ha…Wa…" I sniffled hugging her "WAAAHHHHHAA!"

"Hey stop it." She mumbled "It's embarrassing."

"You…came back." I sniffled "I…Aqua…we missed you."

"Well…it's not exactly like that." She sighed "It's been a year since that day, so my key has come back to this world, somewhere, someplace. This wasn't a celebration or anything, but I was giving a chance to visit you this one time. We don't have long, we need to hurry."

"I don't…" I sniffled "What you to leave again but…if you have to I understand."

"Oh, long time no see to you too Brandish." Aquarius sighed looking at the other girl "I see you grew up well enough."

"You know each other?" I asked.

"My key was with her mother for a time." Aquarius nodded "This takes me back; we used to play back then."

"…" Brandish said nothing.

"SAY SOMETHING!" Aquarius yelled.

"Sorry Master!" Brandish bowed.

"You such a rebellious thing." Aquarius bopped Brandish's head "Lose the attitude."

"Yes."

"And stop fighting with Lucy."

"Even that…is just something I can't do." Brandish frowned "I can't forgive Layla for killing my mothers."

"What are you talking about?" Aquarius sighed "Layla didn't kill anyone…I suppose the time's finally come."

"The time?" I asked.

"The time to show you two the truth." Aquarius said "The truth I've been holding for many years."

She took our hands "Come with me, I'll show you the truth about each other, your mother's and your heritage."

There was a flash of brilliant golden light and suddenly I was in a shell bikini with a pink mermaid tail.

"What the-?!"

"A mermaid?" Brandish said looking similar only with a green tail.

"WHOA!" I looked around and saw we were in some sort of black tunnel, stars twinkling around us.

"This is the Memory of the Stars." Aquarius explained "It's like a dream of sorts. Everything you see here is the One Hundred Percent honest truth. Now follow me.

Aquarius swam off and I took a second to get my momentum and swam after her.

"Something's coming into view."

It was a woman standing in a field. She was kinda frumpy looking; she had short brown hair, not attractive features and a rather plain face.

"That is Anna Heartfilia." Aquarius said "Possibly the greatest Celestial Wizard to ever live."

"There's someone else." I pointed.

Another woman appeared, she was tall, long black hair, large full breasts and curves, and I instantly recognized her.

"Zerefina." I hummed.

"Exactly." Aquarius nodded "On that day Anna was approached by the Black Witch, asking her to conspire in a plan with her and the dragons. They wanted her to open the Eclipse Gate and send warriors 400 years into the future to defeat Acnologia. But Anna refused."

"Good." I huffed "That woman is evil."

"She refused at first, before she struck a deal with Zerefina." Aquarius cut me off "She asked for unimaginable beauty to be bestowed upon her and her clan. She sought to be a Futanari as was Zerefina. At that time Zerefina was the only Futanari in the world, born as a sole freak of nature, therefore she released in Anna's wish."

Anna suddenly began to moan, her short hair grew long and flowing, her clothes discarded as her breasts grew large and supple, her hips wide and smooth, her crotch pulsed as a cock slowly grew out. She looked kinda like me, stunningly beautiful Futanari.

"Anna opened the Gate for Zerefina and returned to her village, only to realize just how poorly she had worded her wish to the Black Witch." Aquarius explained "400 years ago the world was different, many people didn't live in cities, they moved as clans and tribes."

We looked to the small village and gasped. All around people were changing, turning into futanari like Anna, men, women, children, all of them growing into young Futanari women and starting to have sex with each other.

"Anna asked for her whole tribe to become like she had therefore Zerefina complied and turned them all into Futanari, both a blessing and a curse."

All over people changed, I watched as a young preteen boy started to grow taller and slightly older, his chest grew into heavy breasts and his butt plumped up as between his legs he gained a vagina, at the same time his cock exploded in size. Near him a woman who looked like his mother grew slightly more youthful, her breast puffed up a bit as did her ass and between her legs a penis grew. Soon the now mother and daughter began fondling each other, the former boy getting on all fours and taking his mother's cock.

Near them an elderly couple grew into busty youthful girls and started 69ing. Families changing and coupling, strangers plowing each other, young children becoming sexy teenagers and older people regaining youth. All over it seemed all they cared for was sex.

"That girls, the it origin of the Futanari clan." Aquarius said "Hisui, Brandish, and Lucy all your ancestors started from this clan."

We started moving again leaving the orgy behind.

"The exit for the Eclipse Gate was protected, to be opened by Anna's descendants. For centuries they protected the gate, even as the Futanari nearly went extinct. Despite having both sets of sexual organs Futanari are surprisingly infertile." Aquarius explained "They gradually all but died out, becoming a thing of myth."

"The task of opening the gate passed on for generations." Aquarius said "The gate needed to be open at some point in the future, so eventually it fell to Layla, the last Heartfilia. As Lucy knows it takes all 12 Zodiac Keys to open the Gate. Layla contacted many wizards to gain the keys, most were happy to help her, however since Grammi had traveled to another continent the letter for my key came too late."

Aquarius bit her lip looking sad "In order to compensate for the lack of my key, Layla gave her own magic as a stand in."

The picture changed to Mom, sick in bed.

"Layla was already sick with Magic Deficiency syndrome." Aquarius frowned "It was too much for her body to take."

A woman with long green hair walked in and kneeled at Mom's bed.

"I'm going to stop here for a second." Aquarius said as the flashback paused "There's something I must explain to the both of you.""

"What?" I asked.

"Grammi was like Layla, and Layla was like you." She said "Both were Futanari…and both loved one another."

"What?" I gasped.

"They were old friends, and lovers." Aquarius looked at me "And one day Layla got pregnant, and eventually she gave birth…to two girls."

"Aquarius." I was shaking "What are you saying."

"Lucy…Brandish…" she looked at us "The two of you are Sisters. You're fraternal twins; Lucy is older by two minutes."

"W-What?" I yelled "That's absurd! Jude is my Father!"

"No." Aquarius shook her head "Shortly after Layla gave birth the two of them split up, Grammi took the younger girl named Brandish and Layla remained with the older girl, Lucy. Jude took pity on Layla and took her and you into his home, raising you as his."

I looked back and saw Mom talking with that woman, Aquarius appeared in the image.

"Aquarius." Mom said holding the mermaid's hand "If those two ever should meet…please, tell them the truth."

"Yes Miss Layla." Aquarius nodded "Of course I will, I promise, I'll look after both of them."

"I hope…they can become…a real family." Mom smiled laying her head down.

The image changed again, I was barely watching, I just felt numb all over. How could I believe that my whole childhood was just a lie but…Aquarius would never lie to me…not like this?

I heard a slicing noise and I looked down and saw that man, Zordio, stabbing Grammi.

"Mother!" Brandish yelled.

"It's your fault she's dying." He told the woman "Miss Layla is dying because of you!"

"Zordio was a trusted servant." Aquarius said "He studied under Layla for many years, and seeing her in that state drove him mad and would eventually lead him to Hades and Grimoire Heart…his biggest crime…was that he cared too much."

"You're right." Grammi said "It is my fault…if I hadn't left over a fight I can't even remember…this wouldn't have happened."

"I…how could you…" Zordio cried.

"Zordio…" Grammi coughed "Please…will you spare the girls…in exchange, you can have my life."

"You…yes." He nodded raising his knife.

"MOTHER NO!"

The image cut out and before I knew what was happening, I was hugging Brandish as she cried into my shoulder for some reason, I was crying too, I hadn't even realized."

"I sorry." I cried "But please don't cry, I'm right here." I held her crying "You have a whole family waiting for you, me…your nieces and nephews…please…don't cry Brandish…your sister is right here."

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**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**I hope you enjoyed getting answered to a ton of questions, the origin of Futanari in Fairy Tail, the relationship of Lucy and Brandish and much more.**

**This was also the 100** **th** **main story chapter, thanks again for all your continued support of this and many of my other stories. Futanari Lucy is by far my most popular story. Originally I only wrote this just to write it, but it's turned into so much more, it's what I've gotten known for, people recognize me on other forums as the writer of this story, it's allowed me to befriend many users and I enjoy writing this story for all of you to enjoy. So sincerely Thank you for all the support you've shown this story.**

**Suggest who you want to see in the future.**

**Next Time- While all that was happening Natasha was confronting her own 'family' issues.**

**Till Next Time!**

**PS: If you like Weight Gain stuff I've started a Fairy Tail story of that with help from one of you readers, if you want to check out Fatty Tail.**

 


	148. Chapter 101- Natsu and Zeref

_Italics indicate thinking_

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**Natsu's POV**

"Ha…ha" I panted "It…didn't work?"

"Seems you couldn't stop me." Zeref sighed "Well…if I'm still alive I suppose I should tell you."

I looked up and saw Zeref was taller, slimmer, his hair grew long and his chest rose up into big heavy breasts.

"Haa…" a female voice sighed "Much better, I was so sick of walking around in that form."

"Y-You're a woman?" I gasped "HA!"

She snapped her fingers and I looked down "What the, I didn't change forms?!"

I was Natasha, big boobs, smooth skin and long hair, only I hadn't wanted to change.

"You're much cuter as a girl." She smiled "I always thought you'd be a cute little sister."

She smiled deeply at me "I'm Zerefina Dragneel, it's good to see you little sis."

"What?" I hissed "HA!"

"I could recount you with the full story but this is much better." She smiled squeezing my breasts "I know just what to do to enlighten you."

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**Zerefina's POV**

I grinded my crotch into Natasha's plump butt.

"I'd never imagined you being this cute." I giggled rubbing her tits "So sexy, you're making big sis so erect, naughty girl."

"Let me…go!" she moaned.

"I won't do that." I said popping her tits out and teasing her nipples "I want to enjoy you for a bit."

I waved my hand and Natasha dropped to her knees, rubbing her pussy.

"KYA!" she moaned "I-I'm so horny!"

"How cute." I smiled pulling my cock out and stroking it "I'm horny too."

I pulled my own fat sexy tits out, feeling my nipples get hard and perky.

"Ohh hello girls." I pushed them up "It's so nice to see you."

I looked down at my little sister who was laying on her back fingering herself, her large breasts were being squeezed by her free hand.

"Seems you don't quite have the same size as me." I smiled looking at her globes "But you do have the family genes for big boobs, Mom was stacked too, big H-cups."

I snapped my fingers and picked the girl up, hugging her into my big tits.

"Fufufu!" I laughed and giggled as she squirmed between my tits "We used to do this all the time, but you were a boy and got so embarrassed, that was a long time ago…"

"Let me…go." She hissed.

"Tsk." I clicked my tongue "Why won't you be nicer to me Natty."

"Don't call me that!"

I pushed her down and laid on top of her, mashing my tits around her face for a bit before rubbing my cock on her pussy lips.

"I wonder how much I love loving my lovely little sis." I smirked "I bet it'll be lovely."

I pushed my hips forward a bit and slid into her tight little snatch.

"OHHH!" she moaned.

"Yes it's even better than I imagined." I moaned rocking my hips "You're wonderfully sexy!"

I felt Natasha's big boobs rubbing into the undersides of my big sexy tits, that didn't stop me from rolling my hips and fucking her harder and harder.

"Oh, yes, take my cock you sweet baby!" I moaned slamming into her even harder "You're so tight I love it, I love you!"

"HMMM!" Natasha moaned "OHHH!"

I felt her cumming but that didn't stop me from keeping my pace and pounding her, my tits slapped around and my balls swayed and slammed against the underside of her pussy. I was started to feel that wonderful feeling.

"OHHH YES!" I moaned blasting out rope after rope of cum, filling Natasha up.

I left her there on the ground, with a note stating all the things she'd need to know as I walked back towards my army. I was totally naked as my hips swayed wide with each step, my tits bouncing.

"Is that the emperor?"

"Hmph." I smirked as the all looked at me "Invel get my some new clothes, a gown befitting an empress."

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**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Uhh…I forgot what I planned to do next chapter…maybe I'll explore the Queen Kagura AU again…or something else IDK**

**OH and this story reached 2 Million Views! Thanks so much for making this as popular as it is.**

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_**Snakebit1995's recent Chapter Thoughts.** _

**Hey Gildarts is back, Hey Irene is fucking crazy strong, Hey all the Spriggan in one place, Hey Serena is a totally jobber character but that's cool I think it's funny. What else happened…? Looks like Romeo may be getting to have a moment soon, hope to see Wendy confront Dimaria again.**

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**Till Next Time!**

 


	149. The Knight Kagura Part 4

_Italics indicate thinking_

**This is Part Four of the Knight Kagura AU**

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**Kagura's POV**

"Hmm…" I sat on my throne, adjusting my large breasts.

I had been queen for about two years now, everything was going well, the kingdom was prospering, there was little war and conflict, no famine or plague, all was well. Erza was doing well as High commander and Yukino was well liked as her successor.

"How are you my love?" Cana walked up to me, her breasts nearly bouncing out of her dress.

"I'm well." I said looking at her "Though things have been so peaceful it's rather boring to sit on the throne. I almost wish something exciting would happen."

"Don't jinx it." Cana laughed.

"My queen!" Erza ran in, her breasts shaking around "It's a disaster!"

"Way to go." My wife sighed.

"What is it?" I sat at attention.

"The northern port village of Hargeon, it's been destroyed." She reported.

"By who?" I asked "And how could it happen without word reaching us?"

"It was crushed in under an hour." She said "I find this hard to believe but the survivors insist it was the work of giants."

"Giants?" I asked.

"Yes, giants from an island on the seas." Erza explained.

"You don't believe this do you?" Cana asked.

"Actually I do." I told her "In one of the old Queen's books was a report about a Isle of Giants, but I never expected them to attack us."

"What should we do?" Erza asked.

"Begin to ready the army to defend our borders from these monsters." I said.

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**A few months later.**

"The giants have wiped out another legion of knights." General Levy frowned.

"We losing ground faster and faster." Yukino said "And High Commander Erza was injured defending Magnolia from an incursion."

"Very well." I said "Ready a ship, I shall go to the Isle of Giants myself and confront their leader."

"My Queen you don't plan to surrender do you?" Levy asked.

"I only wish to speak." I said "Perhaps we can figure out what started this war and work out a truce."

It took a few days but a ship was readied and the generals and I were on the seas, after that it took nearly a week of sailing to arrive at an island. On the shore we were confronted by giant women nearly 50 feet tall. When I explained I only wished to speak to their leader I was allowed to pass. The buildings on this island were all huge to accommodate the size of their residents, but I did take note of one thing, the land was rather barren, the soil light and lacking nutrients and the trees mostly bare of fruit.

I was led into a gigantic castle the walls seemed to extend up forever, the generals were told to wait outside, they feared for my salty but I reassured them, I did have a plan.

An aide opened the door "All hail, her majesty Queen Brandish!"

I walked in and saw the queen of the giants, a woman nearly 60 feet tall, she had short green hair, large breasts and wide hips, she had light muscle tone and seemed to look down on me, both literally and figuratively.

"What are you doing here tiny human?" she asked "Come to surrender?"

"No." I shook my head "I hope to resolve this conflict without any more suffering by either of our people. Please tell me what started this war, it was land wasn't it?"

"Hmph…perhaps." She looked down.

I felt tiny next to her, the large axe next to her throne was as intimidating as Brandish was.

"I noticed your land is rather barren and the island is somewhat overpopulated, did you attack my kingdom for land rather than ask for my aid?" I asked her.

"Of course I did." She said.

"Well perhaps we can end this peacefully, I would be more than happy to assist you." I told her.

"Foolish human." Brandish stood up and grabbed her axe "Do you think a giant takes aid from a pathetic human; we take what we want!"

I was forced to jump back to avoid the floor splitting from her swing, my hefty breasts slapped down and jiggled as I landed.

"This is unfortunate I had hoped to settle this without violence." I said reaching into my cleavage and pulling out my old sword that I had hidden there "I haven't had a fight in years but I should still have my old skills, if you insist on fighting than I shall return it in kind, if that is what it takes to end this conflict so be it!"

"RAAAHH!" the giantess swung her axe down and I jumped to the side before running up the hilt of her axe.

I charged to the top, my chest bouncing all the way and dashed by, slicing her ear.

"AHH!" Brandish hissed and tried to swat me like a fly but I jumped on her hair and climbed to the top of head.

"Get off there!" she yelled trying to punch me and clocking herself on the head.

"Ugh…oww…" she groaned her eyes spinning.

She swayed back and forth before falling to the floor, having knocked herself out.

"Hmph." I landed on the ground next to her and sheathed my sword "You chose a violent path, you have no one to blame but yourself. This war is over."

I was ready to leave but as I started to walk by Brandish when I felt something calling out to me, I looked over and saw her axe laying on the ground.

"I'd be interested in taking it as a trophy but it's as big as the ship we came in on." I laughed tapping the large silver and iron hilt "HAA!"

I felt a powerful magic rush through me when I touched the hilt, my whole body suddenly felt sore, like it was being pulled like taffy. My chest grew heavy and my dress started to feel tight on my body, I noticed my sword was feeling smaller in my hands.

"No, no this isn't happening!" I moaned as I felt my whole body growing larger and larger.

My chest ballooned outward, my legs lengthened longer and longer, my ass quaked with size and my cock was doing the same. I watched in horror as the floor got farther and farther away from my eyes.

"Oh my god!" I screamed seeing as I was now a giant.

I was nearly 75 feet tall, had breasts as big as a house, my cock like a castle spire and my ass could crush anything I sat on.

"You did this!" I yelled at the magic axe in my hand.

"Of course it did, that axe is the giants." Brandish said suddenly bowing to me "It only recognizes the true giant queen…that is you know."

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**Later**

"And that's how this happened." I explained to my now tiny wife "I'm a Giant Empress now, I called for our kingdoms to have peace, our lands will merge under my rule and both human and giant will prosper."

"Okay that's great and all." She said standing on the balcony I had to crouch to see "But how do you expect us to be a couple, I mean you'll crush me with a huge and skewer me if we try and fuck."

"Well…I could just kinda like shove you up into me." I suggested.

"Absolutely not!" Cana shivered.

"Just use your magic to make her a giant too." Brandish walked over "The axe can do that."

"Here, hop on." I held my giant hand out for my wife.

She climbed in and I walked us out to a field where no one would get crushed if this worked. Brandish accompanied us and when ready I zapped Cana.

She moaned but I watched as she slowly grew and grew, her chest ballooning her body stretching and soon her clothes were in tatters but she was nearly 60 feet tall like Brandish.

"So this is what it's like to be gigantic." Cana looked at herself and touched her long cock "I kinda like it."

"Well let's not wait, I wanna try giant sex too." I said bending her over in the field.

"OHHH!" My wife moaned as I mounted her giant ass, slowly starting to fuck her.

"Don't leave me out." Brandish got behind me and started fucking me too.

The three of us rocked in motion, slowly fucking each other. I felt my huge balls swinging around, they could demolish a wall if they hit one. Cana was face down in the dirt moaning as I slammed into her spacious hole. Brandish had her hands on my hips, happily cementing our new alliance with a power fuck. The three of us were in pleasure heaven, our giants bodies colliding and shaking the ground around us.

"Yes…Oh Baby yes!" I moaned as my tits swayed around "Here it comes!"

"OHHH!"

"HAAAAAAA!"

"YEESS!"

All three of us moaned and orgasmed together, our cum flooding our bodies and the fields around us. We all quickly exhausted and laid out in the field.

"There's so much work to do." I sighed "I'll have to get new clothes and a castle that can fit us."

"It's exciting." Cana laughed "Empress Kagura…I like it."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy and Brandish bond a little.**

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**Snakebit 1995's Recent Chapter thoughts.**

**Invel is an interesting character, he's kinda annoying in that we know so little but it sees like he can do anything. I'm quickly growing tired of his Mind Control/ Mind Break bullshit though.**

**Still Giant Brandish is pretty fun, I bet I can do something fun with that sometime.**

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**PS- If you like Giantess stuff you should try my One Piece Futanari story Nami's Futanari Adventure, she's slowly growing into a giant in that.**

**Till Next Time!**

 


	150. Chapter 102- Sisterly Love

_Italics indicate thinking_

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**Lucy's POV**

"Thanks." I sat across from Brandish in the medical area "For saving Natsu. Err…Natasha

Natasha had been injured in some attack by Zerefina and was now out cold. Fortunately, Brandish was kind enough to shrink the problem to a nonexistent level. Strangely though Natasha hadn't changed back to Natsu.

_He rarely fights as Natasha; I hope something's not wrong._

"I only repaid the favor from saving me from Marin." She claimed "And you should be putting me back in a cell."

"But-." I started.

"I have no intention of growing close to you, sisters or not." She said "So just leave me alone."

"Really?" I frowned "but we're."

"Sisters?" she glared "So what, my older sisters who'd technically younger than me. I've known nothing of you my whole life so why should I bother."

"Oh…I see." I sighed "I was hoping we could get closer and be friends."

"…Haa…" Brandish sighed "Well now that I know I have a sister there is something I've always wanted to do?"

"What?" I perked up "Let Big Sis help you out!"

"Okay first stop that." She pointed "We may be siblings but don't call yourself my big sister, especially when I'm technically older than you."

"Okay." I pouted "So what do you wanna do."

Brandish reached down and started rubbing her crotch "I've always wanted to have someone I'm related to jerk me off."

"Oh wow." I gulped "I've kinda…had that fantasy too."

"Well…let's help each other out." Brandish pulled out her cock "We are sisters after all."

"Yeah, sisters." I smiled whipping my own girthy cock out.

Brandish and I crossed arms and started pumping our cocks together. It was strange, we were both like mirror images, I think my cock might have been a little bit bigger than hers. I ran my hand up and down the shaft, shivering as Brandish fingers traced up and down my length.

"Ohh…" I moaned "Brandish."

"Hmm…I can see why so many girls like you." She moaned back "You're great Lucy. Pump me faster, come on, jerk your little sister's fat cock."

"Do you like this?" I teased as I rubbed my breasts with my free hands "I don't have to teach you how to masturbate do I?"

"What do you take me for." She blushed "A baby."

"Maybe." I said pecking her cheek.

Brandish and I started making out as we pumped out cocks and mashed our tits together. My hands jerked faster and faster, Brandish responded in kind the two of us pumping and jerking each other off at Mach speed. My nipples got hard and dug into my sister's breasts.

"HHMMMM!" we both moaned as we shot out cum that coated each other's hands, gooping down.

"I want you more." Brandish mumbled.

"I know, me too." I pumped her cock.

We flipped to 69 and started sucking each other's cocks while using our tits as pillows. I bobbed my head up and down and squeezed my tits around Brandish cock, she was responding in kind where she was rubbing her tits on the base of my cock. Occasionally I would slurp on her cock while sliding my head over to lick Brandish pussy just a bit. I got sick of waiting and rotated, pushing my cock right into Brandish pussy.

"HAAA!" she moaned "OHH LUCY!"

I started fucking her roughly, reaching forward and grabbing one of her tits while pinching her nipple. My dick slammed into her, my cock getting squeezed as I railed faster and faster. Brandish pussy was so tight and her boobs were so bouncy.

"Fuck me Lucy, fuck me!" Brandish begged "OHH Fuck your little sister's tight pussy while I jerk myself off!"

Brandish was stroking her cock while I held her hips and fucked her harder and harder.

"Yes…yes…YESS!" she moaned and got tighter, her cock shooting out cum.

"UGH!" I groaned as I busted inside of her.

"Come on, don't leave me out here." Brandish shook her cock "Get on!"

OHHH!" I moaned sliding down her cock, I felt my pussy expand to take her girth.

I started riding Brandish, rocking up and down, my tits slapping around forcefully. Brandish smirked and grabbed my hips while her eyes watched my tits wobble.

"You've got a great rack." She leaned up and flicked her tongue over my nipple.

"HMM!" I groaned "I like that, you've got a nice pair too, seems like they run in the family."

"I'm not complaining." Brandish laughed.

"OH…oh…" I gasped "You cock…too big…I'm gonna…OHHHH!"

"YESS!" Brandish screamed cumming inside me.

"Hmm…" I laid down on top of her "Still sure you don't wanna get closer?"

"Hmph." Brandish scoffed "I'll have to think about it."

Her eyes drifted over to the sleeping Natasha "Wanna share?"

"Oh?" I smirked "Well that could be fun."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy and Brandish play nurse for Natasha.**

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**Snakebit1995's Chapter thoughts.**

**Chapters 500 and 501**

**Oh no Lucy and Brandy are fighting, but they should love each other. I'm glad Juvia is okay, and DAMN Dimaria has some great legs!**

**Can't wait to experiment with some more of the Lucy Brandish dynamic.**

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**Till Next Time!**

 


	151. Time Travel AU- Part 1

_Italics indicate thinking_

**We'll be taking a break from the main plot for a bit to do a few side stroes and AU chapters.**

**This first one is Part one of what I call the Time Travel AU, an AU based on the Visual Novel Time Tenshi, you can find it on Steam, it's pretty fun.**

**So there's the Time Travel AU Part 1**

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**Lucy's POV**

I was just a normal 18-year-old girl…or as normal as I could be since I was born with both male and female gentiles, but that's not a huge deal.

The real issue, was that there was a fire on my 18th birthday. It was a bad fire, it consumed my whole house…and my parents, I was the only one to make it out. I got out mostly unscathed, had to spend some time in the hospital though.

"You have a visitor Miss." The nurse said.

"Who could it be?" I wondered.

A woman rounded the corner, she looked somewhat like my mother, only a little older, I knew who it was, my Grandmother, Anna.

"Grandma." I gasped.

"It's been a while." I laughed.

"Hmm…"

"Do you remember me?" she asked.

"Yeah I do." I rolled my eyes "Even if it has been a few years."

"Well I came here to offer you a place to stay, back at one of my labs." She smiled.

Grandma was a scientist in…some field I was unfamiliar with.

"I know it's not a great option but-."

"I'll go." I cut her off "It…could be fun getting to know you and stuff."

"Good, even though I haven't been there I've always been interested in you and your…additions." She smiled.

"Most people are." I rolled my eyes.

* * *

**Later that day**

Grandma took me out to the country where we got in an elevator in the middle of nowhere, we rode it in silence for a while before she spoke up.

"I'll give you the full tour down there but I have a bed and dresser set up for you." Grandma Anna smiled.

_Did she think I'd say yes?_

"You're younger than I thought you'd be." I smiled.

"I keep youthful." She smiled "Also I'm only in my mid 50's I had your mom when I was young and she had you the same."

"So is this like a government place or something?" I asked.

"I keep my funding…independent." She hummed avoiding the answer.

The elevator stopped and Grandma showed me to my room, a small but spacey room with a big bed and dresser just for me. One the bed was a book, an album actually that had been saved from the fire.

"Mama…Papa…" I sniffled wiping my eyes and hugging the book.

I ended up falling asleep sniffling and crying into my pillow.

* * *

**Later**

"Lucy…Lucy your Grandma wants to see you." A voice called.

"Huh?" I rolled over "GAH!"

I was thumped with some sort of hard plastic controller and looked up to see a girl there. She was short, long blue hair with pigtails, she had a curvy body sporting two large breasts like mine and a cute white sun dress.

_She's cute…_

I felt a stirring in my crotch but put the thought away to talk to the girl.

"Who are you?" I asked.

"We haven't met." She smiled "I'm Wendy, I'm one of your Grandmother's assistants."

"You're kinda tiny." I said.

"Hey just cause I'm short doesn't mean I'm not as good as the others." She huffed and stuck her large chest out proudly.

"I just met you seem kinda young." I laughed.

"Oh…thanks for the compliment." She smiled "I may look 12 but I'm a grown up, just short. Now enough talk you've got to come meet the other girls."

_Other girls?_

Wendy pulled me out of bed and along the halls into a room with a big tube and wires connecting it to computers.

"What is that?" I gasped.

"This is a thing I made." Grandma smiled.

"So Uhh…what is it?" I asked.

"Well Uhh…that's hard to say really." Grandma shrugged.

"It's a Time traveling Machine." Wendy nodded.

"Well…that's a simple way of putting it." Anna sighed "It really stabilizes."

"Save the long explanation." Another voice said.

This woman had long red hair, dark eyes, large breasts contained in a sports bra like tank top and a pair of boot shorts on her lower half.

"I'm Erza." She shook my hand "Commander and Operations Manager of the lab, you must be Lucy, the half man."

"You know about that!" I yelped covering my crotch "And wait you built a time machine!"

"Well this only goes into the past." Grandma said "But Time Machine is a good descriptor."

Suddenly the platform in the center of the room let off a bright glow.

"About time she got back." Erza sighed.

The light flashed and a woman stepped out, she was in a very skimpy suit of armor, had long white hair, huge melons for breasts and nice hips.

"Well all done." She smiled stepping out, her breasts wobbling softly.

The girl locked eyes with me and walked over licking her lips.

"You smell divine." She smiled "You must be Lucy, I've heard so much about you, especially the interesting parts."

"KYAA!" I yelped as she grabbed my crotch.

"Mira come here." Erza demanded.

"One moment, I'm getting to know our new friend." She smiled using her fingers to stroke my cock through my shorts.

"OHHH!" I moaned trying not to cream my panties.

"Come on go to your room and change clothes, you know the drill." Erza yelled at her.

"Why are you such a buzzkill." Mira pouted "I like this outfit."

I looked at Mira as she stroked me through my clothes, her armor hugged her body and was made to be flexible, it didn't even cover her legs, it only had paldrons on the hips, a corset in the center and two long gauntlets, she also had sexy black panties on.

"HHHAAA!" I moaned busting in my shorts, filling my panties with hot sticky semen.

"Seems she likes it too." Mira giggled.

"You got what you wanted now go." Erza demanded.

"Ugh fine." Mira stormed off "See you later sexy."

"What…was that." I panted catching my breath, blushing about having just orgasmed before everyone.

"So uhh, what's with that weird armor?" I asked.

I could see the looks on their faces, they were all thinking the same thing _"She's just gonna ignore cumming like that?!"_

Well…what was the point in getting hung up on it.

"It's not meant to be armor." Erza shook her head to focus "it's meant to be flexible and morph to body shape, that's just the design Mira picked for hers. Trust me I think it's silly to, armor I mean who would be caught dead in something like that."

"Mira's not always like that." Wendy said "The Time Window, the Time Machine's codename, has weird effects like that, the longer you spend in the past the more we change."

"How does that-?" I started to ask but was cut off.

"Erza an explain later, I want to show you around more." Grandma said.

"Wendy you help me clean up in here." Erza said.

"Boo." Wendy pouted.

As we toured I asked Grandma about making the Time Machine, apparently she did it just to try. But she hired the girls on to help her build it recently.

"There's another reason I brought you here." Grandma said "And I want to be honest with you."

"Okay?"

"Erza will explain more later but when the girls come back and forth through the window they have…urges." Grandma blushed "And I was hoping you'd satisfy those…urges. I can't trust a man with this, but you."

"So…you wanna pimp me out to your assistant's?" I sighed.

"Well it sounds a lot worse when you put it that way." Grandma mumbled.

"I'll do it." I shrugged "It'll be like paying rent, very…pleasurable rent."

"Oh Newbie." I felt someone wrap me up in a hug.

"Hi Mira." I smiled as she spun around to my front, now wearing a cute pink dress, her large breasts snuggly tucked into the upper portion.

"You have fun on your tour." She smiled "I'll be around anytime you wanna talk…or something else."

"You should excuse Mira, those are the Urges I spoke of." Grandma said.

"What causes…that?" I pointed at the busty woman bouncing along.

"You'll find out later, I think Wendy's in her room at the end of the hall, maybe go chat with her for a bit." Grandma walked off.

"Grandma!" I called "Thanks for all this."

"No problem." She smiled.

I headed down the halls and found Wendy in her room. She was laying on her back, her large breasts rising and falling as she breathed. She was playing video games on a huge TV.

"Hi Lucy." She sat up, her chest wobbling a bit "What's up?"

"Nothing just checking the lab out." I said "Time Travel it's all…wow."

"I know I laughed when I first heard about it too." Wendy smiled "But once we started working it made sense."

"How'd Grandma find you anyway?" I asked.

"Plucked right from school." Wendy said "She was looking for bright young minds."

"So do you live here?" I asked.

"Sure do." Wendy nodded "We're not trapped or anything, we can leave but it's nice here. We're allowed to go topside whenever we like. I get to keep all my games and such here too."

"You like games?" I asked.

"Sure, RPGs and Visual Novels are my spot." She said "I love magic based games too."

"Sounds fun." I laughed "I'm not much of a gamer myself."

"Oh too bad." Wendy said "We'll I'll teach you sometime. Anything else you wanted to know?"

"Well, yeah. What is it that happens in the Time Machine to make you guys all…horny?" I asked frankly.

"Ohh…umm you better off asking Erza about that it's her area of expertise, but basically it's sort of like being drunk." Wendy explained "That's the best way I can describe it at least, we're still ourselves but…not? Woozy is a good word. Does that make sense."

"Not really." I laughed.

"Well you can talk to Erza for the science." Wendy laughed leaning over "Oh and my tits get huge!"

"What?"

"Something wrong?" Wendy smirked pushing her breast up with her forearms.

"I just wasn't expecting that." I chuckled.

"Oh well I think it's fun." Wendy laughed "I'm so used to them being this size that when I go through and they get all big it's really funny to me."

_What is she talking about?_

I left Wendy and started to walk down the hall before bumping into Mira once more.

"Oh Lucy!" she gasped "Perfect timing I wanted to talk with you."

"What's up?" I asked.

"I wanted to apologize for before." She said "Doing that to you must have been very embarrassing."

"Oh that." I blushed "It was…it was kinda fun."

"Oh." She gasped with her own blush "Well allow me to properly introduce myself."

"I'm Mirajane Strauss." She smiled.

"Nice to meet you, Lucy Heartfilia." I smiled back "So the Time Machine did that to you, or so I've heard."

"The Time Window has effects on people." She smiled "Talk to Erza she's the expert on that."

_Talk to Erza, talk to Erza…Hmm I think I should talk to Erza!_

Mira explained that she was in school for medicine before being brought on to work for the team as medical supervision and advisement. Mira made a few more innuendos before explaining it talks around 24 hours for the symptoms to leave a traveler's system.

I left Mira's room and went to talk with Erza back near the Time Machine.

"Oh you're still hanging around." She brushed her hair over her shoulder "I'm just checking some levels and databanks, anything you need?"

"Yeah I was wondering a few things." I said "So you helped Grandma build this thing?"

"I'm the eldest here, most senior employee." Erza laughed "I was so happy to push the boundaries when your Grandmother came to me."

"What do you guys use this for?" I asked.

"Mostly checking to see the accuracy of historical occurrences." Erza said "Or we used to before we were hacked and some organization stole the blueprints and started a new machine that tries to change the past. They go by Chronotech."

"Oh that sounds dangerous."

"I've got disruptors to send them back to their time but it's still a pain." Erza said "Time Travel…has it's hooks."

"Hmm." I nodded "Oh one more thing, about when people come back."

"I figured you'd as that." She giggled "Ya pervert."

"Hey." I pouted.

"Well to keep it simple when a person goes through the system their endocrine systems kicks into overdrive. It produces a lot of estrogen and other things that make the girls grow more womanly and act more seductive. But none of the effects are permeant…usually. Your Grandmother brought you on to, take care of the girls after trips right, good luck."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.  
Suggest who you want to see in the future.**

**This Time Travel AU should be a good handful of chapters, but it should update more frequently while I work on some other ideas and chapters for this story.**

**Also again this is based heavily on Time Tenshi, so go support it and buy it on Steam, it's like 5 bucks.**

**Next Time- More Time Travel!**

**Till Next Time!**

 


	152. Time Travel AU- Part 2

_Italics indicate thinking._

**This is Part 2 of the Time Travel AU**

* * *

**Lucy's POV**

"WAH!" I fell out of bed when I was woken up by a loud alarm.

I stumbled my way down the hall and saw the others gathered around the Time Machine

"What's going on?" I asked.

"Chronotech." Erza said "I've pinpointed the location, you two go suit up."

It took a few moments but soon Mira was back in her army and Wendy was in her "Combat" outfit, a French maid like Bikini.

"Whoa." I looked her up and down with awe.

"I picked it out myself." Wendy blushed.

"It looks good on you." I flirted a bit.

"Stop flirting and get in there." Erza demanded pushing the girls into the time machine as it buzzed "Be careful you two, you're going to 18th century Germany."

The portal flashed and Mira and Wendy vanished.

"The Window has observation mode." Erza said pulling up a screen "So we can watch them from here. Now watch and learn."

The screen showed this blue time stream like portal that Wendy and Mira floated down.

"EEAAA!" Mira moaned as her chest started to rise up.

"HMM!" Wendy hummed as her chest did the same.

Both girls' busts puffed up as more and more flesh grew onto them, they barely spoke as their clothes stretched to hold back the growing mounds of flesh.

"I swear they get bigger each time!" Wendy laughed.

"I don't care as long as we don't keep them." Mira hissed.

"They look good on you though." Wendy smiled.

The girls moaned as they reached the last stage of their trip, their chests surging out one last time as they were dumped into a field in Germany, their breasts now like small watermelons.

"We made it." Mira sighed.

Erza explained that while time traveling you were invisible to the native time residents but could still affect things. They two girls walked around, Wendy giggling about her chest while Mira groaned uncomfortably.

"Well look who finally made it." A voice said "Dumb and Dumber."

A girl stepped up, she was dressed sort of like a ninja in a skimpy pinky outfit, her breasts clearly grown from time travel, she even had a sword with her.

"Kagura!" Mira gasped "What are you up to, and where's your partner, doing the dirty work like always?"

"I'm right behind you my dear." A sweet voice cooed.

A woman with long white hair, very swollen breasts and a cute bunny outfit stepped out.

"Angel!" Wendy yelped.

I now noticed the girl's bunny outfit had wings on the back, likely just for show.

"And I thought we got bigger." Wendy mumbled.

"If you've got it flaunt it." Angel smiled "Right Kagura?"

"Sure." The sterner girl shrugged "Now you to get lost."

"We won't let you do what you want." Mira said.

"Oh well it will take a while." Kagura said "And the longer you stay the bigger you get."

"Same goes for you." Wendy said.

"The difference is that we enjoy it." Angel smirked.

"Well you won't be staying!" Mira swung at her with a sword.

The girls started fighting, Mira and Kagura had swords, Angel used her fists and Wendy had a sort of whip like weapon. They went back and forth for a bit before Wendy hit Kagura, the woman's clothes dissolving before her body followed, I savored the moment of her nude. Angel soon followed but not before warning that they'd meet again, I knew my moment was about to arrive, the portal glowed and Wendy and Mira stepped back both quickly tackling me.

"Ohh look at this monster!" Wendy stroked me to an erection.

"I can't wait for that to get inside me!" Mira laughed smashing her tits around my head.

I was about 9 inches long and even though I was trapped between Mira's tits I felt Wendy skip all foreplay and start riding my cock, the sound of her tits slapping filling my head.

"Ohh damn!" I moaned kissing Mira's tits "If it's always gonna be like this I could get used to it."

"Harder Lucy harder!" Wendy moaned as I slid in and out of her.

"Don't hog, hurry up I want a turn!" Mira begged.

"UGH!" Wendy hissed as she got tighter on my cock.

"Ha…ha…HAAAA!" I moaned blowing inside her.

I was given no break as Mira quickly mounted me cum covered cock, riding it immediately. This time I got to see her monster melons slapping down on her chest as she rode me hard. I turned the tables and started fucking Mira as the dominate one, she moaned happily just wanting to feel pleasure in her veins, next to us Wendy was fingering herself wonderfully.

As to not embarrass myself, Erza or Anna anymore I picked up Mira, her big this pressing against my large bust and went to my room where I fucked her on the bed.

"Oh Lucy, yes Lucy!" she moaned as I slapped her tits around.

"Ha…ha…UGH!" I groaned blowing inside her.

_Shit…if this is gonna happen every time they travel; I could start to love it here._

* * *

**Later**

I had to fuck Mira and Wendy to sleep, it took a few hours but we all loved it. As we relaxed I could see their breasts shrinking a bit every few minutes, their bodies relaxing and returning too normal. They were both gone by the time I woke up the next morning, when I did wake up I found Mira sitting around in her dress tapping her phone. We got breakfast together before going about our days. Mira did make some interesting points about Erza when I asked, calling her stern, even strongly so sometimes, she even said Erza occasionally talked to herself. As I left to see Wendy I was thanked by the busty beauty for the time we spent together.

After talking with Mira I went to see Wendy, we chatted about last night as well as her thoughts on the effects of time travel and how it could alter the past and future, most of it went over my head. Wendy invited me out shopping with her, I didn't hesitate to say yes, I desperately needed to see the sun for the first time in days.

We drove to the city and I attempted to talk with Wendy as we walked.

"If we need to get back to the lab they just call." Wendy said "So let's relax and get to know each other."

"More than yesterday." I ribbed her.

"I mean as humans." She laughed "Not as fuck buddies. I wanna get out for once, Erza never leaves the lab and Mira is usually staying in."

Wendy explained that Erza treated the Time Machine like a baby, she wanted to experiment with it more but Grandma won't let her. Wendy pulled me into a store, a lingerie store.

"Why are we here?" I asked.

"Because I need a bra silly." Wendy laughed "I left mine on yesterday when we went through the portal so it got stretched all to hell."

"Does that happen often?" I asked.

"More than I'd like to admit." Wendy mumbled with a blush.

Wendy made me her judge as she held various bras up to her chest.

"So what do you think of this?" Wendy stepped out in a set of lacy black underwear.

"Umm…wow." I gulped trying to hide my growing erection.

Wendy smiled and went back to but her clothes back on before going to pay.

"This was fun I'm happy I could get you out of the lab." Wendy said "Get your mind off…stuff."

"Yeah…" I frowned.

"I'm sorry." She said "I shouldn't have brought it up. I'm always around to talk if you need someone to just vent to."

"Thanks." I smiled.

"Now I'm tired, let's head back." Wend yawned.

* * *

**Later**

"I need a nap." Wendy stretched.

"Well too bad we've got work to do." Erza said.

"Really, I just got home." Wendy complained storming off to change.

"So did you have fun?" Mira asked, already wearing her armor.

"Yeah." I nodded "It was nice to get out, you should come with us next time."

"Wendy likes that stuff, not me." Mira laughed "We're headed to London, Black Plague times."

"Chronotech?" I asked.

"Not sure." Mira shrugged "Maybe but the alarm didn't go off so we're probably just looking around."

"We'll I'll be waiting for you." I laughed.

Wendy soon arrived back and stepped onto the glowing platform with Mira.

"See you later." I waved.

"Bye." Wendy giggled as they slipped into the time stream.

The screens lit up and soon we had a view of the warping girls.

"Here we go again." Mira complained.

"Are you seriously not used to it yet." Wendy rolled her eyes.

"This isn't something you get used too." Mira complained "My breast growing bigger than my head and-OHH!"

On cue Mira's chest swayed and swelled to nearly double their old size just second before.

"HAHAHA!" Wendy giggled as she filled out her bikini top, the short girl playfully poking her knockers "Do yours feel good when they grow?"

Mira only growled a bit not wanting to acknowledge her partner in crime. Wendy kept up her teasing, walking over and giving Mira a happy squeeze.

"Never do that again!" Mira squealed stepping away.

"It's so fun to tease you." Wendy giggled as they landed in London.

The landscape was old, the only thing out of the ordinary from a painting of the time was the crumbled building behind them. As they investigated London Wendy and Mira chatted about Angel and Kagura and wondered where the two were originally from. As usual Wendy brought the conversation to boobs and how they felt. Wendy happily admitted to liking her huge time travel knockers, something that came as a surprise to literally no one.

Michelle called the girls back when they found a shuriken in the rubble and they started the journey home.

"Here we go." I stretched "Round 2."

As Mira and Wendy came back Erza pondered if that house had belonged to the first plague victim and that's why Kagura and Angel had destroyed it. Erza thought that since it was such a short trip the girls would be okay but as soon as they got back they both grabbed one of my arms.

"Lucy~"

"Oh Lucy's already waiting for us." Wendy giggled "Let's ditch stupid Mira and go to my room."

"No ditch that little dwarf and come with me." Mira pouted.

"You can both have a turn." I laughed.

"Me first!" they both yelled.

"Enough!" Erza pushed them off "Keep this up and there'll be no Lucy for either of you."

"What am I a piece of meat." I mumbled.

"Pretty much." Erza shrugged "Here just don't make too much noise."

"WAH!" I was dragged away by the two busty babes.

I was pulled to Mira's room where I was thrown on the bed, Wendy and Mira smiling at me with hazy eyes.

"Hmm." They licked their lips.

Before I knew it Wendy pulled off her top and straddled my waist. In a flash Mira did the same, both pushing their tits against my face.

I moved my head and popped one of their nipples into my mouth, tugging on them roughly.

"OHHH~" they moaned as I sucked on their tits that were twice the size of my head.

"Let's play with them now." Wendy moaned "It'll be no fun once they shrink."

"For you maybe." Mira laughed as I sucked on her nipple "My back's killing me already."

"They feel good don't they Lucy." Wendy said moving my head into her chest.

"Yeah they do." I said kissing them.

"My turn!" Mira threw me into her cleavage "Mine are better right?"

"You're both great." I said kissing their nipples.

* * *

**Later**

"Phew." I sighed laying back as Mira and Wendy snuggled into my bare breasts "What did you two do before me?"

I had just been ridden hard for about two hours and I needed a break, I was already recovering from the last trip and this wasn't helping that task.

"We used to just fool around with each other." Wendy laughed "But this is much better."

"I can already feel them shrinking." She complained as Mira slept "Don't tell her this but I like them this big, and this is real Wendy not hormone high Wendy. I like them, they make me stand out for once."

"For once?" I asked.

"Back in High School everyone used to pass me by, mostly because I was a mousy little thing but with these." She proudly puffed out her swollen tits "Heck even when they were back at their old size I felt so much more confident, I wouldn't mind if…Well I'm gonna go shower."

I headed back to my own room and dozed off to sleep, or at least for a bit I woke up after I had a nightmare about the fire, so…so much yelling.

"HA!" I jerked away.

I was thirsty so I got up to grab a drink and shake off that nightmare, it was just about 1 AM so I was pretty shocked to see a light on in the Time Machine Room, well only the light from the screens was on but when I peaked in I saw something, something I probably shouldn't have, my eyes were blurry with sleep but I knew someone was in there, I thought it best to go back to bed.

_Probably just Erza or Grandma working later than usual._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy get's a taste of Time Travel.**

**Till Next Time!**

 


	153. Time Travel AU- Part 3

_Italics indicate thinking_

**This is Part 3 of the Time Travel AU**

* * *

**Lucy's POV**

When I woke up the next morning everyone was assembled in the Lab preparing for a trip to 1700s China.

This time it was just an inspection, no bad guys to worry about, so I got to relax as the girls stepped into the machine and warped away, the screen lighting up to show their journey.

"HAHA!" Wendy giggled as she grew.

"OUF!" Mira moaned as she did the same.

The girls landed quickly in China, their tits bouncing around in response to their rough landing.

"So heavy." Mira rubbed her back.

"You need to do those exercises Erza talked about." Wendy smirked poking Mira breasts, sending waved through the jiggly jugs "I don't know why you don't like them, they look great."

"They're impractical." Mira rolled her eyes.

"If you know how to use them their fine." Wendy giggled "I used to be flat but I handle them just fine now."

"We're here to work not stare at your boobs." Mira groaned.

"Hmm?" Erza was tapping pretty loudly on her keyboard "What's up?"

"I'm not sure…" she mumbled.

***BOOM!***

One of the humming generators popped loudly and sent out a concussive blast that blew me back, right onto the time pad.

"Uh oh." I gulped as the world around me faded into a blue tunnel.

"OHHH!" I suddenly felt a surge inside me.

When I looked down I saw my top straining to contain two big round tits. I had already had a large chest but I could feel my bra breaking from my new rack. Down below was no better, my pants filled out with a growing cock, the former 8-inch length extending to well over a foot long flaccid, I could feel it snaking down my leg like a horse cock.

I hit the ground roughly and looked around, I was somewhere very different from the lab.

"Is this…" I blinked before looking down "WHOA!"

My tits were big and round, like melons and my crotch was bulging out with a huge cock, my clothes were barely holding together.

"LUCY!"

I looked back and saw that Mira and Wendy were bouncing towards me.

"You're okay, we were worried you might have been ripped to shreds in the time stream." Mira looked me over.

"You came though okay…and looking good." Wendy smiled.

"Well we should probably get back." Mira said "You weren't supposed to come with us so we should take you home to check on you."

"Yeah, sides staying too long can be bad." Wendy said "I once got stuck in 18th century Europe for two whole days after a malfunction that took Erza time to fix."

"What happened?" I stood up, my chest wobbling a bit.

"Oh I just had to wait, my curves got huge though." Wendy laughed "My boobs barely fit though on the way home, I got so big my boobs never went back to normal, I used to be flat but now I have those big jugs back home!"

"Enough talking we need to get Lucy home right away." Mira said "We don't want her getting sick."

"Oh really~" A voice said.

"Don't tell me." Mira sighed.

"Nice to see you ladies, and who's this?" Angel smiled at me, her bunny suit hugging her curves "Good for you to make it here."

"Did you do something to bring Lucy here?" Wendy asked.

"You could say that." Kagura noted walking up "We were testing something."

Wendy and Mira engaged the two in battle again and I sat and watched until I was dragged into it, Angel wrapping a leg around my waist and smashing her breasts into my back.

"What's the matter sweetie?" she asked "Have those mean girls been teasing you? If you come with me I'll give you all the attention you need."

"Hands off!" Wendy whipped her back.

The girls went back to their fight, exchanging attacks while arguing philosophes. Eventually the other two time travelers were eliminated and we prepared to go home, everything was fine in the tunnel but the second we hit tour side.

"OHHH!" I felt a rush of hormones hit me and I lost the ability to hold myself back.

I laid down there and started stroking my horse sized cock but before I could find satisfaction Erza demanded she examine me.

_SO HORNY!_

* * *

**Later**

After a few hours I shrank back down to my normal size but I was still horny as hell.

"I didn't even get to use that huge cock." I mumbled.

"Seems like nothing is out of the ordinary." Grandma looked me over again.

"Everything is mostly normal." Wendy said "Hormones are a little high but that's to be expected with Time Travel."

In order to help me relax a bit after my ordeal Wendy invited me to play some video games, I wasn't very good but it was fun getting to know her more as a person.

* * *

**NO POV**

"You two did well yesterday." A voice spoke through a speaker.

"Thank you commander." Kagura bowed slightly "We're doing our best to make your dream a reality."

"It's time to shift to phase two." The Commander spoke "Project Paradox will begin in a few days, lie low until I contact you again."

The line cut out and the two girls on the other end sighed.

"She seemed to be in high spirits." Angel laughed.

"All the pieces are falling together." Kagura shrugged.

"Don't you think the plan is a tad cruel?" Angel pondered.

"That's subjective." Kagura scoffed.

* * *

**Lucy's POV**

"This outfit isn't too bad." I said looking at the custom time travel outfit.

It was a pair of skin tight running shorts that went to my knees and a virtual sports bra top that encased my tits.

"It's a little skimpy but not too bad." I smiled.

The other girls were getting ready to travel back and I was being sent with them as a real member of the team now.

"Where, or When, are we going?" I asked.

"The 1920's!" Wendy smiled "Right before the Depression, there's so much fun stuff to see there, it'll be a good trip for you."

The pad glowed bright and Wendy and Mira led me in, the three of us catapulting through time.

"This part still looks weird." I laughed.

"Yeah and this is the place where-MMM!" Mira moaned a bit.

"GRR!" I felt a tingling all over my body.

I saw my sports bra stretching as my bust grew and my shorts filling up with more cock meat. Wendy giggled as I moaned, her own maid pattered bikini top filling out.

"How long does this usually last?" I asked as my breasts kept growing.

"It's like this till we get to our destination." Mira sighed.

"So just relax and let it happen." Wendy smiled.

It felt like forever but soon our breasts stopped growing, still impossibly large. I now understood why Mira hated this, and why Wendy loved it, it was embarrassing but felt so good. My body looked a little odd, my breasts as big as watermelons and my shorts looked like I stuffed a few sock into them.

We landed in some sort of bar, I took a moment to adjust myself.

"It's a good thing no one can see us." I laughed.

We weren't really here to confirm anything, just to see what a 20's speakeasy was like up close, the music, the atmosphere, it was all incredible. Wendy Mira and I chatted about the time machine, we could only go as far back as the 1600s but it was still so far, so much to see and learn. My two teammates were dancing and laughing as I stood up to join them, I barely got a step away from the table when I felt a leg wrap around my waist.

"Angel!" I gasped looking back at the girl in the bunny outfit.

"Nice to see you again Lucy dear." She smiled "How are you and the girls?"

"Let me go." I demanded.

"Why would I, I need you." She smiled "Kagura too."

"Now be a good girl and relax while my partner deals with your friends." She whispered.

I felt Angel cover my mouth and my vision got blurry.

"No…"

* * *

**Later**

"Huh?" I struggled to move my arms when I came to, I knew right away I was tied to something.

The room I was in was so dark I could barely see, the only thing I could feel was my swaying breasts and aching crotch.

I heard footsteps and looked up to see Kagura before me, she was in a sweater dress and was thinner than I was used to seeing her, I looked her up and down and felt a more powerful ache in my crotch.

"Like what you see?" she smirked stepping on my cock.

"OHH!" I moaned "W-Where am I?"

"I can't say." She smiled "Secret facility. One that your grandmother doesn't even know about."

I heard more footsteps and saw Angel walk in wearing a loose black tank top tress and red sweater.

"Why did you kidnap me?" I asked.

_My breasts, they feel so heavy…_

"Am I some kind of hostage?" I asked.

"No, you're so much more." Angel smiled.

"What's that mean?" I asked as they walked off.

A few hours passed and I started struggling with my bindings, I noticed something in the process, my breasts were wobbling a lot, they were much bigger than ever before.

_Am I still growing? If they brought me back to their base why hasn't my body fixed itself to normal size?_

I managed to squirm but couldn't break free and noticed my tits were gigantic, I had two bean bag pillows on my chest.

I heard heels and saw Angel come in, I spat some insults at her and demanded to know her goal, they had talked about something called Project Paradox and I want to know.

"I thought I'd tell you about some things." She smiled at me "Things about your friends on the other side."

"Other side?" I asked.

"The reason they can't find you isn't because of us being in a different area." Angel smiled "We're in a different time."

"A different time." I looked at my breasts "So that's why I'm still growing."

"Exactly." She smirked "We're many years ahead of them and since their Time Machine only goes back they'll never find us."

_Can't go back…so this is the future?_

Angel hugged me, my tits smashing into hers.

"We got the plans for the machine from the Commander, she said all the possibilities it could provide and we had to take the chance to help her." She smiled "Cures for illnesses, stopping wars, think of what we can do!"

"But you'll alter time." I warned.

"That's what the Commander wants to test." She explained "You need to think about who the real bad guys are."

"Oh by the way, if you wizen up and join us." She pushed her breasts up "You can have these girls all the time."

I blushed fiercely as she left, force to sit there, my breasts growing a bit every few minutes.

_I need to get out before I balloon like a blimp._

* * *

**Later**

"UGH…" I groaned as my tits start pooling in my lap, I must have been in the future for nearly an day at this point, I was huge.

_Much longer and I'll end up like Wendy with some permanent upgrades._

For some reason Kagura appeared and cut me free saying how I would accept my fate and there was no way for me to get home and since I could barely move with my tits as big as oil drums I had no reason to be tied up.

I started walking around now that Kagura had vanished, it was hard to carry my heavy breasts but I barely managed. I saw they had a working Time Machine but the tech was dilapidated. The place was like a mirror of the lab, they must have had the blueprints to build it just the same.

I heard footsteps and slipped into what ended up being a bathroom, the sounds continued and I hid in a stall that when I bumped it with my tits water sprayed out.

_A shower…_

"KYAAA!" I felt someone grab my huge tits.

"Well hello there." Angel smiled.

I panicked and fell back, slamming onto the ground. Angel smirked and crawled naked toward me.

"I've still got some pent up excitement from yesterday." She pulled my shorts down and freed my nearly two-foot-long cock before giving it a long lick up the shaft "This is just what I need."

"OHHH!" she moaned sliding down nearly half the shaft, taking a foot of dick into her pussy.

I could only yelp and moan as she rode me hard, my balls, which had grown to nearly the size of oranges, getting thrashed. I was so horny from all the growing that I couldn't resist cumming in her quickly. Kagura soon arrived and wasn't happy her friend was fucking me. She pulled my shorts back on and dragged me into an elevator as Angel got dressed.

We got topside and I was shocked, everything was…so desolate, the land was like a desert, the city in the distance crumbling away.

"Yes, this is it." Angel said "Our future."

"That machine is our only hope to fix our world." Kagura said "You won't stop us."

They threw me back inside a room saying they had to go take care of something, I heard them suit up and the lights flickered as the time machine whirred in another room and warped them away.

_You guys have to hurry, before I grow so big I can't move._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- The final portion of the Time AUs first Arc.**

**Till Next Time!**

 


	154. TIme Travel AU- Part 4

_Italics indicate thinking_

**This is part 4 of the Time Travel AU**

* * *

**Lucy's POV**

When I next woke up I was wandering around and found someone tied up.

"Wendy!" I ran over.

"Lucy!" she gasped "What happened to you?"

"Too much time travel." I groaned rubbing my aching back.

"Whoa mine are still big too! Not as huge as you but-." She blushed looking at her swollen bust "Erza really jacked up our transport, our bodies got so big this time. Wait where's Mira?!"

"Right next to you." I pointed at the still sleeping girl "They didn't do anything weird, don't worry."

I explained the situation I had seen to Wendy and she understood, a future riddled by destruction, in the end we all wished they had just told us the truth. Wendy and Mira had Time Traveled to look for me but ended up kidnapped themselves.

_But this commander, how did they get the blueprints for the machine?_

I untied Wendy and she used her free hands to rub her butt and breasts "These still haven't gone down."

"OH FOR THE LOVE OF GOD!" Mira yelled waking up.

"Yeah there she is." I sighed as the white haired girl panicked about her chest.

We quickly filled Mira in on the situation and started to work on a plan.

"Why's it so dark?" Wendy wondered.

"To save power." Kagura walked up "We have to be sparse without jumps so we save the power for the Time Machine."

"You did this!" Mira yelled.

"No, I didn't send you here." Kagura pointed out "Haven't you thought about it, who sent you here."

"Well Erza did but…" Mira started "What's your plan, your theories are unproved it's too risky."

"All that will change soon." A voice said.

The three of us looked back as a figure walked through the shadows.

"No…" we all gasped.

"ERZA!"

"Congratulations on piecing it together." The red head now wearing a dominatrix like outfit "It's kinda sad you didn't figure it our sooner."

"But you're back home operating the time window!" Wendy yelled.

"I've always been operating it, for you two, for Anna and for Angel and Kagura." She said "I found their distress beacon and started communicating."

"You were in on it the whole time!" Mira yelled.

"Anna was so nervous about people stealing from her that even when I said people needed our help she was too worried, you can't progress without some risks." She pointed out.

"Don't talk about her like that!" I yelled.

"Quiet jugs." She pointed "You barely know the woman, what have you spent 15 minutes together since you came to the lab."

Erza bragged about her genius and desire to help but not before she planned her triumph, she was going to change the past in one way, make me burn my house down in the past, if I did it things would go on as normal, but if I didn't the past would change and we'd know the risks.

I tried to attack her but was knocked out and dragged away.

**Later**

"Oh jeez." I groaned looking at my giant tits "HAAA!"

I felt a surge and looked passed my giant knockers and saw Kagura sucking my cock. I could only moan as I was given a rough blowjob.

"I haven't been able to get this out of my head for hours." She moaned sucking my cock, her head bobbing up and down.

I could stop moaning as Kagura swirled her tongue around on my shaft and I couldn't help but accept the pleasure. Kagura drooled down my shaft, covering it with saliva.

"Ha…ha!" I moaned as the vacuum like mouth power sucked me "HAAAA!"

Spunk shot out and splattered all over Kagura's face, she happily licked it all up.

"Thanks." She smirked as she left and Mira and Wendy came in.

"Are you okay?" they both asked, their breasts jiggling around a bit.

"I'm alright." I said "A little sore from all this but I'm managing."

"I'm sure your hormones are all screwed up." Mira said "We'll help you soon."

"Come on, time to go." Kagura grabbed me and pulled me away from my friends.

I was taken to Erza who had prepped the Time Machine for us, I barely fit on the panel my tits were so big. Still the warp was fast and getting back towards my own time meant my tits didn't grow as much.

"Now Lucy." Erza picked up a bottle and stuffed a cloth in it "Prove my research, what will you do?"

_This whole week, meeting Wendy and Mira, what will happen if the house doesn't burn, will I never meet them, but if I don't than Kagura and Angel's future…_

I looked at the hot bottle in my hand.

"I…won't." I put it down "But not for you, I'm doing this because I want to."

"I'm glad" Erza smiled.

"URK!" I felt a pain "I…I…UGH!"

Everything went sideways and I felt myself slipping into darkness.

* * *

**Later**

"HA!" I sat up and saw the ceiling of a bedroom, my bedroom.

"I'm…what." I looked around.

My body was back to normal, my breasts did look bigger though, as did my crotch, my formally big DD cup breasts now looked more like J-cups. My panties were also full as my cock was bigger, like a foot long soft.

I heard a knock and saw a face lean in.

"Lucy, everything okay?" Mom's voice called.

"Mom." I gasped.

"Grandma called, she wants you to come to the lab." Mom smiled "Oh dear we need to get you a new sleep shirt that tank top is much too small."

"Uhh…yeah." I nodded running over and hugging her.

"Lucy?"

"I love you Mom!" I smiled.

I left the house after getting changed in tight clothes, I practically sprinted to the field where the lab was. I took the elevator down but before I could step off Wendy tackled me.

"You're okay!" she cheered "I was worried and I wasn't because I just knew and-."

"Wendy calm down." I laughed.

Wendy leaned up suddenly and gave me a little kiss.

"Whoa." I blushed.

"Sorry!" she shivered "I just had to, now come on the others want to see you."

I was taken to the Time Machine room where Mira, Grandma and Erza were present and on the monitor Angel and Kagura were there.

"So you made it back alive." Erza looked at me "Good job."

"Thanks I guess." I shrugged.

"I've already got my next plan set let's fire up the Time Machine and get going!" she said.

"Seriously!" Wendy sighed "Lucy just got back."

"Sides my head still feels fuzzy." I sighed.

"It's part of the past changing a bit, your memories are still adjusting." Erza said "Kind like your body adjusted to being in the future for like three days."

"You mean these." I cupped my huge tits "I'm a J-cup now."

Before we could do more the Time Machine sparked and the view of the future disappeared.

"What's going on?" Mira asked as the Time Machine hummed.

The Time Machine glowed bright and Erza, the one closest to it was engulfed in the light, yelling as it sort of sucked her in. The Machine sparked as it turned on and off, Erza caught in the middle of it all.

There was a blast and all the light went out, the room was dark and no one was saying anything as the generator kicked back on. I looked around, Wendy, Mira and Grandma Anna were all getting up too.

"What was that?" I asked.

"A reaction." Anna said.

"You don't mean…" I covered my mouth.

"Erza tampered with time and it bit back to make sure she wouldn't interfere again." She explained.

"You're talking as if time is a being." Mira said.

"I'm not so sure it isn't." Grandma added.

"You're awfully calm." Wendy pouted.

"I'm saddened." She said "But I warned her about these kinds of things."

"You're being cruel!" I yelled.

"Well…sorry then." She shrugged "But Time is cruel."

"Well I'm not giving up on this." Mira said "Erza would want us to keep trying to help people."

"You just saw what happens when-."

"And I saw my friend die for it I won't throw it away!" Mira snapped.

We were all quiet for a bit, no one sure what to say, suddenly the Time Machine turned on, light pouring out. We turned and looked in shock.

"Well are you guys ready or what?" a voice said "We've got work to do."

"Erza." We all gasped.

She was different, she was blue like a spirit, and she had somehow been put in her Time Travel Outfit.

"WAHH GHOST!" Wendy yelped.

"Very Funny." Erza laughed "Come on let's get moving."

"Erza…" I looked at her.

"You're…not joking are you." She gasped.

"What's the last thing you remember?" Grandma asked.

"Oh no." Erza looked at herself "Umm, Lucy just got back and then there was a power surge."

"You got sucked in." Mira said.

"When the Time Machine blew up." Wendy explained.

"What happened to me?" Erza tried to step out only to get shocked.

"I think it's best you go home for a bit while we work this out." Grandma explained "I'll call you when you can come back."

"Oh…okay." I nodded before looking up "It'll be okay Erza, don't worry."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- Time Tenshi 2! This AU's not done yet!**

**Till Next Time!**

 


	155. Time Travel Au- Part 5

_Italics indicate thinking_

**This is part 5 of the Time Travel AU**

* * *

**Lucy's POV**

Things were still weird, I hadn't heard much form the lab but I knew Erza was trapped in the time stream and Grandma was still angry at her.

Still about a week passed before I got a call to come in. Having the week free did allow me to get some new clothes to fit my extra busty chest and full pants.

As I approached the perimeter of the lab I heard someone calling my name and saw Mira come running up.

"Lucy!" she hugged me "You're back!"

Mira was in a jogging outfit, her large chest swinging with each step.

"I wasn't expecting you." She panted as her large chest rose, her tight shirt clinging to her frame.

"How have you been, out for a run I see." I smiled.

"I'm good, how are you?" she asked as we stepped into the elevator.

"I spent the week with my family so that was good." I smiled before frowning "How's Erza?"

"Still stuck." Mira frowned "We had a bit of a scare after you left with a power surge, I'm not sure how she is since she hasn't ate, drank, or slept since the accident. But there are no bad signs in her health for now we think the quantum stream is sustaining her. We haven't been allowed near the Time Machine since you left, your Grandmother is…"

"Paranoid?" I sighed.

"Yeah." Mira nodded.

"Well if Erza's alive there's a chance to save her." I nodded "Time Travel is weird like that."

"I suppose." She nodded "Oh and there's the matter of our new recruit."

"New recruit?" I asked "Grandma did mention needing to replace Erza."

"She did just that…not the best first impression though." Mira sighed.

"What's her name, what's she like?" I asked.

"Her name's Brandish, I don't know much about her but she used to be a cheerleader."

The elevator stopped and I stepped out to find my Grandmother waiting there.

"Hello Lucy." She smiled "Come here I'd like you to meet someone. This is Brandish, Brandish this is my granddaughter Lucy."

"Hi." She nodded.

The girl was tall, somewhat curvy with short green hair, her outfit was a sweatshirt and short shorts.

_She's cute…_

Brandish was the new "Commander" apparently she had worked in procurement for the Time Machine in the past and now she was on full time. Brandish was somewhat quiet but opened up as we talked, she made one thing clear, I wasn't to call her cute, apparently she hates that.

I was then taken to the Time Machine room, it had been renovated, the wiring was now all under the floor and there was a shield around the warp pad to prevent more accidents.

"LUCY!" Wendy tackled me in a hug that sent my crashing to the floor, fortunately my boobs acted as cushions.

"I'm glad your back, everything's been so crazy and-."

"Wendy relax." I laughed getting an eyeful of her bust.

"Let me help you up." Brandish pulled her off me.

"By the way you didn't pause so I won." Erza called out from her spot inside the time pad.

Somehow Wendy had hooked her devices up to the computers in here and that allowed Erza to play with her. Apparently since Brandish had never time traveled for been exposed to time energy she couldn't see Erza but I didn't care, I could and I was happy to see her. She looked uncomfortable but also calm. Fortunately for all of us Erza could still control the Time Machine for us, turning it on and off when needed.

"Quit your staring perv." Erza smirked "Not that I really mind I know the girls are hard to miss."

Erza's breasts had blossomed over the week, heck I thought I saw them grow while I was looking at her.

"You can look but you can't touch." Erza smirked before frowning "Well…that was too literal in the end."

I was interrupted from making a remark when an alarm rang out.

"What's going on now." Brandish looked around.

"Temporal distortions." Erza said "Someone just jumped back in time."

"It must be Kagura and Angel." Grandma said.

Wendy ran off to go get change and find Mira, she returned in her skimpy maid bikini with Mira in her small armor, Brandish was pretty shocked. The new girl wouldn't be trailing as she had no time suit or weapon yet.

"You're gonna fight in those?" Brandish asked "Why not just go through naked!"

"I wanted to but the others said no." Wendy pouted.

"This can't be right." Erza said "They can't be there."

"When are they?" I asked.

"They're in 15th century BC Egypt!" Erza yelled "No one can go that far back!"

"We've never been able to go past 1600 AD." Mira pointe out "That can't be right."

"The numbers are correct." Erza said.

"Maybe their Machine is more advanced." Brandish suggested "I mean it is a future version of this one it may have been upgraded."

"I think Michelle is boosting the range." Grandma posited.

"I'm not doing anything I swear!" Erza yelled.

"I mean unconsciously, just by being part of the window you've changed it." Anna explained "now it can go farther back. Try and establish a link to Egypt but don't raise the shield until it's stable."

The pad flashed as Erza waved her hand a bit. While she prepped Mira and Wendy got ready, in the recent week the most they went back was 50 years so this was going to be the first real jump in a while. They were both eager to go and get to the bottom of things.

"It's ready." Erza lifted the shield "Good luck and remember those two are only trying to save their world."

The two warped away and the shield lowered, Erza becoming visible once more.

"I'll active observation mode now." Erza said "We should be able to see them."

The usual vortex appeared and Wendy and Mira were traveling though time.

"I'm not looking forward to this." Mira sighed.

"Just relax and get ready." Wendy giggled.

"We've never gone this far back se we don't-OH!" Mira was cut off with her need to moan.

"So tingly!" Wendy moaned as her breasts grew larger.

The two girls moaned as their busts bloomed in size, easily surpassing my own naturally large rack and then some.

"It's never been this strong!" Mira gasped "I-HAA!"

"I know-OHH!" Wendy moaned with her.

The shorter girl bit her lip as she blossomed in size, the fabric creaking as it struggled to contain her mounds. Mira's armor groaned softly as it expanded to fit her large bust.

"Is that for real?" Brandish asked "What the fuck?"

"It's strange alright." I laughed.

"How is it even possible?" the new girl asked.

"We'll explain later." I sighed.

"How much more?" Mira wondered as she kept on growing, her boobs so huge they were spilling over her chest plate.

"This is, getting to be a bit much!" Wendy gasped with a small sweat on her brow.

The two girls suddenly fell forward as they materialized in Egypt, their tits weighting them to the earth.

"Ugh…" they both groaned.

It took a minute but soon the two stood up.

"Are you alright?" Mira asked.

"I'm fine." Wendy sighed "My boobs cushioned the fall, and I think…mine are bigger."

"SERIOUSLY!" Mira snapped "Those weapons of bra destruction!"

"I could get used to it." She giggled back "Whatever we gotta get moving and find Kagura and Angel, we don't know how long they've been here."

The two wobbled unsteadily forward, they walked a bit before a voice called out.

"Well, Well, well look what we have here." Angel swayed over, her body curvy beyond belief "You're late to the part girls."

"Seems we weren't the only ones to get bigger." Mira looked at the villain's big rack.

"We are farther back than usual." She smirked cupping her tits.

"We're not here to fight." Mira said.

"Than what are you here for?" Angel asked "Do you want to make sand castles?"

"We want to talk." Mire explained "I don't know how much you remember after the change but we know the truth now, about your future, Erza told us and-."

"Erza?" the girl tilted her head "Are you two having heat stroke? I don't know an Erza and I don't want to talk."

Not being held back by her tits Angel spun and tried to kick the girls. Now that it was clear she didn't remember the girls started to defend themselves. Kagura soon appeared in her ninja outfit, and like the other girls she had more up top.

With Kagura was a woman, tall, wearing silken robes. She had long green hair, a cute body and a calm but peeved look on her face.

"She's Egyptian." Erza noted "Are they kidnapping her?"

"That's what it looks like." Brandish noted.

"We don't have time to waste on them." Kagura yelled "We're leaving, come Princess Hisui."

The Time Native said nothing, likely not understanding as she was pulled around by Kagura before being engulfed in light and sent away, likely to the future where Kagura and Angel live. The other true future residents were sent packing by Wendy and Mira but not before the Princess had been taken away.

With all we could do done for now Erza reactivated the machine and started to bring Mira and Wendy back home. The two staggered out, jiggling all the way over to me.

"LUCY~" They both moaned "We need you."

Mira pinned me to the wall and started kissing my neck while Wendy pulled my shirt off me with force.

"What the hell?!" Brandish gasped.

"They're just blowing off steam." Grandma explained "Take it someplace more private you three."

The two horny girls dragged me to their room and threw me on the bed, showering my body with kisses, Mira eventually ending up at my crotch and sucking me off while I played with Wendy's fantastic tits.

"That feels so good!" Wendy moaned freeing her breasts and allowing me to motor boat her "Come on stop sucking and stick that in me!"

Mira moved my rock hard foot and a half long shlong up and into Wendy's dripping cunt.

I happily wasted no time fucking her into submission, my hips slamming up and down as I railed into her, slowly grinding myself deep into her cunt. Mira didn't want to be left out, going so far as to lick the area where Wendy's pussy met my cock, These two were desprete for pleasure and I was happy to give it, fucking so hard my cock surged into them and my big knockers slapped around on my chest.

"OHHH!" Wendy screamed cumming with me and then passing right out.

"HMM!" Mira did the same, never even getting fucked.

"Guess they crashed." I laughed.

I cleaned myself up and tucked the two in to sleep their hormone high off before going back to report to Erza. We chatted for a bit before I ended up turning in for the night, opting to sleep at the lab.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- More Time Stuff (Look I know this is long but I'm having a lot of fun with it.)**

**Till Next Time!**

 


	156. TIme Travel AU- Part 6

_Italics indicate thinking_

**This is Part 6 of the Time Travel AU**

* * *

**Lucy's POV**

When I woke up I found Brandish lurking around, she asked if I wanted to spot her in the Gym to kill some time before bed so I said sure. She sat at the weight bench doing bench presses while I watched, her large bosom shaking. We talked and got to know each other, she said her Mom had planned most of her life and always wanted her to be cute which is why she hates the term. She had to be a cheerleader and hated it, had to do Gymnastics and hated it, she had a upbringing that she was not happy with.

After that I met up with Wendy and Mira who had awoken from their cat naps, they were smaller but still not totally back too normal. Mira was busy but Wendy and I decided to go top side for dinner.

"I wanted to go shopping today but I guess that'll have to wait till I shrink back down." Wendy laughed.

Once we got to the mall people couldn't help but stare and the curvy girl that Wendy was, not that I blamed them she looked great. Wendy picked up a snack for Mira and the two of us opted to eat there. We chatted for a bit, talking about the lab and other stuff.

"So is that a new game?" I asked pointing to the purchase Wendy made when we got to the mall.

"It's the newest in my favorite series." She smiled "I've always liked games, probably because I was shy in school, I didn't stand out till I got these."

Wendy leaned forward and cupped her tits, giving me a deep view of cleavage.

"That's right Mira mentioned you used to be…you know." I tried not to say the F word.

"Flat?" Wendy pouted "Figures you remember that. I hate thinking of that me, the one who didn't stand out, I'm grateful to the Time Machine, I sometimes wish I could keep more."

_It ain't all it's cracked up to be…_

"Anyway I like Video Games because I can save the day and be a hero." Wendy smiled "Let's hurry up and get back to the Lab."

* * *

**The Middle of the night.**

I had woken up in the middle of the night to hear noise coming from the time room, Erza was alone, upset and quiet. I decided to give her some excitement. I pulled up a chair whipped out my cock and started stroking.

"HMMM!" I moaned jerking off in front of her while rubbing my big tits though my shirt.

"What are you…MMM!" Erza smirked as I stroked.

"Just giving you a show." I smiled jerking off faster and faster "Like what you see?"

"Yeah." Erza hugged her body, rubbing her tits "You like this?"

"Oh yeah." I licked my lips and dug my fingers into my soft tits.

"That's right Lucy." Erza moaned "Stroke that cock, come on I wanna see you cum!"

"HA…HA…HAAAA!" I moaned cumming and splashing jizz all over the shield for the Time Machine.

"Wow…thanks Lucy, that was a nice show." Erza smirked as I headed to bed.

"Anytime." I smirked.

* * *

**The Next Morning!**

I walked into the cafeteria the next morning and found Mira sitting around, she looked sleepy and tired. She was back to the normal size she usually sported. I grabbed a seat with her and Mira got me a muffin.

"Morning." Brandish walked in "Jeez you two look like zombies. Are you having Tea and Muffins, that's it? Come on you need real food for breakfast. This body runs like an engine; I know how to eat right."

"Are you saying my Muffins are bad?" Mira huffed.

Mira and Brandish started arguing so I let myself out, not wanting to get caught up in that. I don't know how but the two came up with some sort of genius idea to send a virus to the future to activate their Time Machine and get us there, but it'd take work I had to do thing for a whole day while they prepped.

* * *

**The Next Day!**

The plan was to send Mira and Wendy back and when they triggered the virus Brandish and I would go to the future. The girls got me my Time Outfit and brought out one fore Brandish, one she hated. I even got a cool shield weapon to take with me.

"WHAT IS THIS!" Brandish snapped.

Her Time Outfit was a cheerleader outfit with a heart window to her cleavage and two pom-poms that turned into maces.

"Do you not like it?" Wendy asked "It looks good on you."

"We weren't sure about you tastes so we went with what we knew about you." Mira explained.

"I'LL KILL YOU TWO!"

An alarm went off to calm Brandish and Mira and Wendy prepped to go to the past. This time they were headed to 7th Century AD. The girls left and then the monitors turned on.

"I hope this isn't as bad as last time." Mira sighed.

"Why can you never enjoy the trips." Wendy giggled.

"I don't hate the trip my back hates the trip!" Mira snapped.

"It's not too bad, shame we won't see Brandy first trip though." Wendy smiled "URK!"

"Here it comes!" Mira moaned.

The two girl's breasts ballooned outward as they moaned, their hips flaring as well.

"This isn't as bad as Egypt." Wendy laughed as inches of size grew onto her bust.

"They're so heavy and they just keep going!" Mira hissed.

The two finally stopped growing and landed in some sort of ancient tribal village.

"Keep your eyes open." Mira said "We don't want to be surprised."

"Right!" Wendy nodded.

Wendy was familiar with the area from an old history lesson, apparently ancient astronaut conspiracies originate there. The two stopped chatting when they found Angel and Kagura lurking about carrying strange crystals. Angel ran away while Kagura took on the girls. The two managed to hit Kagura with their sprayers and trigger the virus in the future.

Brandish and I had to go right then as the alarm went off and Erza readied the portal for us. The two of us stepped onto the portal pad and we were warped away.

"Man this place is freaky." Brandish noted.

"Yeah just get ready because-OHHH!" I moaned.

My chest rose up high and proud as the effect of time travel enveloped me, I looked over and saw Brandish bosom puffing out as well. I grunted as my cock grew in my tight shorts, my bulge bulging outward.

"Jeez." Brandish moaned.

"You'll get used to it." I hissed as my tits got another surge of growth, reaching huge size.

We landed on the other side and found a half drunk Kagura hissing at us.

"Who's you?" she slurred.

The girls eyes saw the banana in my shorts and she started drooling and hugging her tits.

"So horny." She hissed.

"Sorry not this time." I smiled.

I pulled out my communicator and called Erza up.

"Listen Wendy and Mira are still tracking Angel so she may show up at any moment, be quick over there." Erza warned.

"So that's what you look like." Brandish said seeing Erza for the first time before she linked our Time Machine to this one.

Before Mira and Wendy could arrive the Machine activated and Angel stepped out.

"Oh Hi there." She smiled dropping her crystals "You looking for some fun cutie?"

"HMMPH!" I gasped as I was hugged into her soft chest.

"I haven't had someone to hold in so long." Angel moaned.

Brandish knocked the girl out and right after that Mira and Wendy joined us in the future.

"So how are you enjoying your first trip!" Wendy grabbed a handful of Brandish boobs.

"Get off me you little turd!" Brandish moaned a bit.

"Stop it Wendy we have work to do." Mira scolded.

"Oh poo…" the girl pouted.

Mira, Wendy and I carried the two unconscious girls to the cafeteria before going to look for the princess. I took a peak outside and saw it was just as ruined as before, nothing had changed. While exploring Mira had found strange armguards and then Wendy called to say she found the princess so we quickly headed over.

I headed into the room and found Hisui laying provocatively on the bed, her breasts were large and there was a noticeable bulge in her crotch, a bulge she was casually rubbing.

_She's a Futanari too?_

"Look how big she got!" Wendy gasped.

The princess had two huge breasts, each like beach balls on her chest.

"We'll have to squeeze her into the window!" Mire sighed "She must have been here for days."

The princess wasn't going to cooperate but soon she saw the armguard Mira found and started speaking a strange language while gesturing to demand the armor piece.

"Maybe she thinks she dead and that's a gift for her?" Erza pondered.

Mira used the armguard like a dog with a steak on a string and got the woman to follow her to the Time Room. When we got in Brandish informed us the reason the lab in the future now had power was because of the Time Portal, it was acting as a generator. It turned out they were sucking power from a future version of Erza that was in the Time Stream, one so huge she was basically two breasts and had gone catatonic. It was pretty freaky to see that.

In the commotion Hisui had managed to get the armguard off Mira before Brandish bobbed her. Once more we were distracted but brought back when Hisui picked up a strange disc, many of them.

"What are those?" I asked.

"Nothing!" Brandish yelped.

"These weren't here when we arrived." Mira glared "You put them here didn't you."

"We don't have time for this look just put them down and-." Brandish started "Look I was supposed to make sure they couldn't use the Time Machine anymore, Anna said so! Those things are EMPs so please put them down!"

"You're doing to destroy this Time Machine!" Wendy yelled.

_Grandma…_

The girls started arguing but I had nothing to add, I was too angry.

"Lucy take the princess home and then-."

"I won't allow that." A voice said.

"Huh?"

There was a strong voice commanding us, almost arrogant in nature. I turned around and saw where it came from, it was the Princess standing there with a smug smile on her face.

"Impossible." Erza gasped.

"How are you doing that?" Mira asked.

"You speak English?" Brandish wondered.

"Of course I do." Hisui smiled "Far better than any of you. Look at you all, feeble minds trying to process this, I'll explain it slowly. I realized you were here on a misguided rescue attempt, it made more sense to play the role of mute savage. Sadly, I can't allow you to destroy this Machine, I need it, just as I need Kagura and Angel, they belong to me. I won't let you interfere."

"Belong to you?" I asked.

"We need each other." She smiled "Mutual benefit."

"But you can't stay, time is affecting your body." Mira pointed out.

"Indeed I noticed." Hisui smirked looking at her huge bust, shimmy them a bit "It would be hard for me not to do so."

"Then you have to get back to your own time!" Mira said "You could die!"

"How Nobel of you." Hisui smirked more "I have no desire to leave, I've seen this world and wish to remake it. There are opportunities here not in my time. However, I want you to leave. You will return my Quantum Guard at once. Along with my other artifacts and you will remove those devices, leave and do not interfere with me again. If you defy me you will suffer!"

_She's so confident in herself._

We made no attempt to leave, Wendy even threatened her with her whip.

"I'm done with warnings." Hisui growled touching the one armguard she had, the energy surged out of it and pushed us away.

"What the?!"

"The field around her is intensifying." Erza noted.

Power crackled in the air, focused around Hisui.

"You'll pay for your foolishness!" she laughed as her breasts grew.

_What the hell?!_

I soon noticed that Hisui's breasts weren't the only thing growing, her whole body was. Her robes creaked and groaned as she grew huge like a giant. She lifted her left arm, the one with the guard on it, and flexed, a powerful bicep popping up.

Hisui's whole body followed that trend, growing bigger and more muscular till she was a huge naked amazon, her giant breasts exposed as well as her thick cock.

"HAHAHA!" she laughed, her body pulsing with power "I never thought it would feel this good!"

The others attempted to fight her only to get thrown around like dolls, forced back to our tie by temporal disturbances. Hisui only laughed, growing larger with power. I managed to get back to the Time Machine and Erza pulled me home as the girls were forced back.

_What is that woman…?_

When I got home I passed out with the others, it took us a while to wake up.

* * *

**In the future.**

**Hisui's POV**

I was wearing a fluffy white bathrobe as I laid on the bed, my body had returned to normal save for my swollen bust, the one named Angel was in my room as Kagura entered.

"I figured out how they found us." Kagura explained "They hijacked it and extracted data…it's just like the princess said, everything happened like you predicted."

"As I said it would." I brushed my hair to the side "I may not be able to predict the exact path of time but I can see the potentials."

"Still we have a problem, one of the unfinished Quantum Guards is missing." Kagura noted "And some of your files were copied, since you used the Quantum Guard against them they'll surely research it."

"It does not matter." I sighed with a calm smile.

"And why is that?" Kagura frowned.

"Because our opponent's choices are now limited." I smiled "All of them lead to the same crucial moment, that moment where everything hinges we will remake this world at that moment. Reverse the plagues and destruction, I shall do it."

"Are you sure?" Angel asked.

"I am." I smiled "Only one obstacle remains, that moment."

"Everything hinges on that one moment." Kagura noted "I just wish we had been able to test the Quantum Guard before using one of the modes."

"I knew there was no risk given the other tests." I noted "I had to deal with them."

"Besides Detox mode is working just fine." Angel noted.

"Well I'll go check the portal." Kagura walked off "Angel go make some lenses and Guards while you have free time."

"I will, as soon as I make sure the princess is comfortable." She said laying on my bed.

"I wish you would be serious." Kagura walked out.

"She's always so cranky." Angel sighed rubbing my breasts.

"From her perspective many things have gone wrong." I said removing my robe "But there is no need to fear."

"I know." Angel took my penis into her hands and gently stroked "Still waiting half a day for you to shrink enough to get out of the Time Room sure was a pain."

I pulled the girl up and started fucking her roughly, her breasts bouncing as her pussy was railed. My length slid in and out of her rapidly like a piston, fucking her into submission.

"So…" she moaned laying on top of me "What was it like, powering up?"

"It's something that must be experienced." I said still embedded in her "The best word would be exquisite, pure power, the shedding of an old existence and becoming something grander. As I said it must be experienced."

"I don't think the steroid look is for me." Angel laughed "But there are a few modes I want to try."

"You'll have the chance soon my dear." I pulled her up and began to eat her out.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me ant questions or concerns.**

**Next Time- Quantum Guards**

**Till Next Time!**

 


	157. Time Travel AU- Part 7

_Italics indicate thinking_

**This is Part 7 of the Time Travel AU**

* * *

**Lucy's POV**

"Well what's your plan for the next time Princess Peach goes all Bowser on us!" Brandish yelled.

The Princess had been able to transform with the power of the strange guard and gems. Brandish was convinced the only way to fight back was make our own but we couldn't make heads or tails of the stuff.

We were having trouble making any progress, in the downtime in hung out with the girls, chatting, I even got to give Mira a massage, but soon it was time for danger again. It took a few days to learn about the Quantum guards and how they protected people from time travel and then we had to prep for Kagura and Angel trying to come to our time and make some sort of time loop.

Eventually the alarm blared and we had to go. We were already dressed and prepared to meet in the Time Room. Erza explained that Kagura and Angel were looking for more materials.

"Where are they?" Wendy asked.

"13th Century Australia." Erza explained "Ayers Rock."

"Well let's go." I nodded as we stepped into the portal.

"Gah!" Mira hissed as we started time traveling "They get bigger every time."

"Yeah I know." Wendy smiled.

As usual the swelling started, my tits blowing up in size and my crotch filling up, the others were in the same boat, their tops expanding as they grew.

"Still not used to this part." Brandish hissed.

We arrived in the past not long after that, the soft grass absorbing out fall. Angel and Kagura were already there, smiling proudly as they wore armguards like the princess.

"Exactly as predicted." Angel smiled.

"We're not here to fight you, let's just talk." Mira begged.

"That's too bad, we're not interested." Kagura said.

"Oh I've been looking forward to this." Angel shivered.

The two held up those strange gantlets and energy swirled around them.

"OH…ah." Angel moaned softly "She was right, I-oh-feels so good!"

"HMM Yes…" Kagura hissed.

Both of their chests surged out, doubling in size, while they weren't getting muscular like Hisui I could tell we were in for it, the expansion of Angel's breasts was soon followed by her body, she grew and stretched inch by inch until she was a walking giant. She stopped being measured in feet and needed to be measured alongside skyscrapers, she towered over us, her breasts swaying like blimps flying in the sky.

Kagura on the other hand burred and started running at a speed that could barely be followed, she was just a blur of after images, but soon those solidified into clones.

The girls were forced into battle against the clones as Angel walked around, the ground rumbling as she stepped.

"Look how tiny you are." Angel laughed grabbing Wendy and Brandish.

"HEY!" Wendy squirmed.

"Get your hands off me!" Brandish demanded.

The clones quickly disposed of Mira and I, Kagura going so far as to threaten my life if we didn't give her access to our Time Machine. I blacked out for a bit before waking up in Angel's hand.

"Welcome back." Brandish sighed.

Kagura had returned to being one person so she could tie up Wendy and Mira but Brandish and I were still trapped in Giant Angel's hands. Kagura ended up passing out, I heard Angel mumble that it was because she used two modes at the same time. Angel sent her friend home but stayed to hold the rest of us hostage.

"I can't tie you up with these big hands but if I grab those two you'll slip out." She hummed "Wait I bet I can…"

"NO!"

Brandish and I were shoved into her cleavage, as crazy as it was it was kinda awesome to be enveloped in titty softness.

"Much better, so warm and snuggly." She laughed, making her giant globes slap around, nearly crushing me.

"Let me out of here you bimbo!" Brandish yelled.

"Be quiet." Angel pouted pushing her deeper into her cleavage "You're much cuter when your not yelling."

"Don't call me cute!" Brandish yelled "GRR!"

"OHHAAA!" Angel moaned and spread her breasts to see Brandish biting her.

I fell into the cleavage and managed to find Angel's Quantum Guard, I knew Kagura had overloaded with two modes so if I could make this work I could force Angel to shrink to normal, or I could mess up and make her even bigger.

I had to sit on her nipple to get at it, the girl moaning as I pressed my ass to her nub. I reached out and started pressing buttons on the Guard.

"OHHH!" Angel moaned as her breasts blimped outward.

I was pinned to the fabric of her outfit, nearly suffocating as my crotch was pinned, the bulge rubbing on her giant nipple. Angel was in a state of pleasure and when she fell forward her boobs splattered on the ground, luckily that made for good cushion to keep me and Brandish from getting crushed. Angel shrank not long after that and we resolved to bring her back like our own hostage.

When we got home that's when the fun started, the three girls jumped me, I was horny as hell so I want some too.

"OHH FUCK!" Brandish moaned as I railed her "So good Lucy!"

This was the first time we fucked and I loved it, her tight pussy, my huge tits pressing against hers, it was great. Wendy and Mira rubbed each other down as I fucked their teammate, the dight more than enough to make me blow.

* * *

**Later**

It was soon time for the final battle, going to the future and stopping the princess with a bunch of tech I barely understood, we had studied Angel's Guard and made some of our own and Brandish was still told to take her EMPs, that did no good since Wendy dumped them in the time stream. We had to force Angel back with a disruption and then follow her signature to the future.

As usual when we started warping our T&A grew big and round, my cock bulging as well.

* * *

**Hisui's POV**

"So that's the path they chose." I hummed laying on the bed in my silken robes "Incontinent but critical, they still have one last choice to make-HMMM!"

I felt my heart beat forcefully and feelings of intense pleasure pulsed though me.

"So…It's begun!" I moaned as my chest grew "The power is so strong, I will…transform this world!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- The Time AU finale!**

**Till Next Time!**

 


	158. Time Travel U- Part 8

_Italics indicate thinking_

**This is Part 8 of the Time AU**

* * *

**Hisui's POV**

"OH YES!" I moaned walking the halls, my breasts surging outward more and more "MORE! MORE!"

_I just want to sink into the change but I must resist, I have to complete my ascension._

I found my way to one of the labs, a servant was resting there. I walked in and found Kagura asleep, she was attempting to recover from overusing the Quantum Gauntlet. I lifted her left, gauntlet clad arm and sighed.

"Awaken Kagura, your princess needs you." I beckoned her.

Her gantlet glowed a soft red as I took out my cock and rubbed it on her pussy. She sat up and looked at me, her eyes full of need.

"Princess, how may I serve you." She begged.

"We have intruders, deal with them, your princess commands it." I instructed.

"If you command it." She bowed.

"Good then head to the Time Machine on the surface, and guard it." I said "Two of them will be there shortly."

I slid my cock into her and slowly started fucking her.

"But first you will need power." I grunted, my swollen dick sliding in and out of her.

"OH Princess!" Kagura gasped as I rocked our bodies together. "Yes, yes!"

I slammed down on her, fucking her hard, her pussy squeezing my huge dick.

"HAAAA OHHHH~~~" Kagura screamed with an orgasm "AHHH!"

"Don't fight it." I smiled cumming inside her "Embrace your new power."

"OHHH!"

Her body went through staggering changes before I left her, sending her to watch the surface.

* * *

**Lucy's POV**

We had split up, Mira and Brandish went outside to find the Third Time Machine we heard about while Wendy and I tied up Angel. I soon ended up separated by Wendy when she wandered off and after that things got worse.

"What do we have here?" a voice cooed pinning me to the floor.

"Angel?!" I gasped looking at the girl in the dancer outfit "But you were tied up."

_How is she awake, she was supposed to stay asleep for a few days?_

"Well done my dear." A voice said "I see you found our guest."

I turned around to see Hisui, the princess bust was swollen as well as her crotch, there were some other strange things too, her hips looked wider and I was pretty sure she was taller.

_What's happening to her?_

"It was a pleasure to capture her for you Princess." Angel smiled.

"Indeed." Hisui smiled looking at me "Lucy Heartfilia correct? Why are you still fighting me?"

"I'm trying to save the world from destruction." I hissed.

The Princess started to laugh at me but soon those chuckles turned to moans.

"AH OH!" she moaned.

"Is something wrong my princess?" Angel asked.

Hisui ignored her servant and leaned on the wall, her body growing slightly before our eyes, her robes creaked with protest but didn't break.

"No I'm fine." She sighed "I feel great. MMM but the moment is almost upon us…we must-oh-get everything in motion. The time machines…"

"What about her?" Angel pointed at me.

"Bring her, there is nothing she can do to stop us now." Hisui smirked.

Hisui ducked into the Time Machine Room as Angel dragged me in.

"Turn it on so we can begin." Hisui instructed "I will restrain our friend."

"HAA!" I gasped as the princess pulled my cock out and began sucking it.

I couldn't believe this, it was insane, just the touch of her tongue made me scream with need. It was like her spit was the nectar of the god's, pleasure in liquid form. The Princess bobbed her head and sucked me off while Angel activated the time machine.

"UGH!" I groaned busting inside her mouth.

"Not bad…" Hisui sat up.

"What are you doing, are you planning to go back and capture our Time Machine?" I asked.

"Thanks to you taking Angel to your time that won't be necessary." Hisui smirked.

"I'm sending the signal Princess." Angel smiled "And activating the virus."

* * *

**NO POV**

"That's a big Time Machine." Brandish noted when we got to the surface.

"They've done some work." Mira gulped "How do we even destroy that?"

"You won't be destroying it anyway." A voice said.

"Huh?"

The two turned around to see Kagura carrying a struggling Wendy on her shoulders. Kagura had changed, her outfit was now black and had an open view of her cleavage, her breasts were larger than normal and the strangest of all…she had four arms.

"Someone transformed." Brandish gulped.

"You have bigger problems." Kagura threw Wendy at Mira and then drew four swords, one for each hand "The powers of my princess protect me, you don't stand a chance."

Kagura flashed by and before the others could react she wounded them.

* * *

**Lucy's POV**

"Everything's ready Princess." Angel said as the Time Machine glowed.

"Excellent." Hisui smiled wide.

In taunting the two I had learned that Hisui was once captured by other time travelers and trapped in a stream, her body gaining natural affinity for Quantum energy, now she could basically see the future and know how to react to get what she wanted from time.

"So close." Hisui groaned growing a little more "It's almost here"

"We're all set." Angel told the princess "And I've switched everything to emergency power.

"Do it." Hisui commanded.

The girl pressed a button and the room filled with light. I yelped a bit as the light dimmed.

"Wormhole established." Angel smiled "Energy is saturating the time stream. It's really happening!"

"I know-OHHH!" Hisui moaned finally letting me go.

The princess was swelling rapidly, growing closer to the ceiling and her breasts ballooning outward.

"Oh yes!" she moaned "Angel, I need you now more than ever! Come to me!"

"Of course Princess!" Angel walked over, her breasts growing a bit from the time energy slipping out of the machine.

Hisui grabbed the girl and slammed her against the wall, kissing her next and rubbing her breasts forcefully. I watched as Hisui kneeled down and licked the girl all over. Hisui ran her tongue over Angel's Quantum Guard and it glowed deep dark red. A small storm of energy pulsed out and Angel started squirming as she was shocked.

"What did you do?!" I yelled.

"I've given sweet Angel the power to tear free of her current existence and truly become capable of serving me." Hisui laughed.

I wasn't sure what she meant but I saw Angel was growing, both in chest and height. Her back arched as six golden white wings grew out of her back.

"OHHH!" she moaned.

Angel's head bumped the ceiling and her legs were unbelievably long and sexy.

"Do you see now, the power I wield." Hisui laughed at me "With these measly lenses I can enhance bodies and change forms unlike anything else!"

"This feels amazing!" Angel moaned rubbing her huge tits.

"Still I must thank you." Hisui bent down to look at me "You Grandmother may have invented this machine but without your research I never would have been able to make my plan work, reshaping flesh and 3-D matter, it was all thanks to you. If the times were different you may have become Dr. Lucy Heartfilia."

"Thank you." She kissed me with her giant lips "After all it is thanks to you I was able to ascend like this."

The two stretched out women walked out of the room and went towards the surface, I had to accept that I had probably been part of this from the start.

* * *

**Hisui's POV**

I had sent my two wonderful servants to deal with the pests at my feet. They quickly dispatched them as I approached the window, my height having passed many feet.

"I shall revive this world." I smiled "I will be queen; all will think of me that way. Now Angel."

"Yes Princess." She turned on the machine.

Energy swirled out and into me, I moaned as my body feed on it.

"OHH YESSS!" I moaned as I grew "This is the moment of my destiny!"

There was an explosion of light and I shot up in size.

"HAHAHA!" I laughed as my hands passed over the clouds "So much power!"

My feet left craters as my hips brushed with the sky. I moved my hands and the energy of time itself swirled around and manipulated things with my touch.

"This world is at my whim!" I laughed.

"Don't forget!" Kagura yelled "Our world needs you."

"We don't know how long this will last, the lab is on emergency power." Angel added.

"Guard me well, nothing must interfere with me." I smirked.

* * *

**Lucy's POV**

No way." I gasped looking outside.

The former wasteland was now an Egyptian oasis, in the center towering over it all was Princess Hisui. Kagura and Angel were bowing to her, their minds slaves to the Princess' will. I had tried to stop her by breaking the Time Machine with Erza but Hisui just rewrote it so that I never did that.

I managed to get out to the forest and regroup with the other girls, Erza activated the communicators and manifested before us. We had realized that Hisui couldn't overwrite our existence since we were from the past but we still had work to do, until she reached rewriting our time we had a chance. Erza had managed to break into the system and steal the programs for the quantum guards, there was only time for each girl to get one but we didn't have a choice. The way to stop the Big Time Machine was to press four off buttons together, but getting to them would be the hard part.

"I've uploaded the programs; I'm activating the guards now." Erza said "Lucy I'll hold off on yours just in case."

"Okay." I nodded.

The other three gauntlets glowed and released energy.

"OHH WOW!" Wendy moaned as her tits grew outward "It's amazing!"

"It's…something." Mira hissed as her bust grew.

"Come on, I can take more." Brandish smiled as her top stretched.

"UGH!" Mira groaned as she was the first to change.

Her back arched and dark leathery wings flew out, her hair split for horns and a thick demon tail popped out above her ass, her speed shot up like a blur, she had gained a sort of Speed Demon Assault mode.

Wendy split and moaned as four more busty and bouncy versions of her appeared, all giggling and bouncing around.

"OHHH!" Brandish gasped as she grew taller, the rest of her body pushing out with flesh.

_Giant mode!_

The girls entered battle, fighting with Angel and Kagura. Mira's new demonic strength gave her the upper hand on Kagura and Brandish was huge, so tall she could hold the giant Angel like a doll. Wendy and her clones darted around and flipped all the emergency cutoff switches, unfortunately Hisui erased them to prevent the attack.

"Wait…was I to late, I can't feel the flow of time!" Hisui roared.

"Erza turn mine on I'm making sure to stop her." I said.

"Okay!"

My armguard glowed and I started to glow and grow, I gained massive lengths of height and muscles as I became a huge amazon warrior that tackled the Giant Princess, to punish her I shoved my cock into her hot cunt and fucked her hard. We grappled like giants, rolling around and smashing everything as we did so.

"You wanted to make this place paradise." I groaned "But all I see is your shadow! OHHH!"

"NO!" Hisui moaned as I came inside her.

I reached back and turned a release valve, the Time Machine crackling and popping as it started to explode. Tendrils of energy shot out and wrapped up Hisui, dragging her into a rip in space.

"No stop-This wasn't supposed to happen!" She yelled "Help me!"

The girl was pulled in and when Kagura and Angel attempted to help they got sucked in with her. Without Hisui the world began to break down, a vortex sucking everything up, fortunately we had our weapons and attacked ourselves to get sent home before we got ripped apart.

"We're back!" I cheered "Huh?"

I looked down when I felt two soft mounds and saw Erza, the real Erza in the flesh. She was back, human again the only change being her tits were huge!

"I'M FREE!" Erza cheered.

We all celebrated but I couldn't help but wonder what happened to Hisui and the others, were they dead, trapped like Erza or alive in a different time? Maybe we'd meet again someday, but for now I had a future to go to, I had to start studying to become Dr. Lucy."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Next Time- Some in story fillers.**

**Till Next Time!**

 


	159. SS32- Invisable Lucy

_Italics indicate thinking_

**This side chapter takes place any time before the war.**

**What have been better to get this up yesterday on Halloween…well here's a delayed spooky.**

* * *

**Lucy's POV**

"Looks so nice." I smiled looking at the warm steamy bath "Time to relax, just me and my thoughts."

I poured an old bubble bath in and watched the suds build up before I stepped in, sinking into the water. The bubbles popped on my skin, making me happily shiver as the hot bath wrapped me up in it's embrace. I soaked in the bath for almost an hour before finally getting out, drying myself off and heading to the mirror to brush my long blonde hair.

"Huh?" I blinked in front of the mirror "HUH?!"

I yelped loudly when there was no reflection looking back, I could still see myself but I had no reflection.

_I've…gone invisible…it must have been that old bubble bath; I knew it was expired!_

I wasn't sure what to do, running around as just clothes would freak townspeople out but I needed to go to the guild for help since no one was at the mansion.

"Okay…" I stood naked on the porch "Here I go."

I headed out towards town, the cold air nipping at my skin, making my nipples are and my skin shiver. My large bust bounced around softly as I walked into town and tried to stay out of the way, if someone bumped into me bad things might happen.

"EEP!" I jumped into an alley when a dog barked in my direction.

_Did it smell me?_

I packed up before I felt something poke me in the butt.

"EEP!" I yelped.

"Whoa look at this, there's something here, and it's all squishy."

"HMM!" I bit my lip as two little girls poked my butt, the fleshy rump wobbling.

"Weird." The one girl slapped my ass.

"HAA!" I took off running, sick of being groped against my will.

_Who just stands around and whacks something like that, still it was kinda fun._

When I got to the guild I was going to find someone to help me but I thought, maybe I can have a little fun with this. I skipped off to the back room and found Mira and Erza managing some inventory.

I snuck up behind them and grabbed a big handful of Mira's tits.

"What?!" she gasped and moaned "OHHH!"

"Mira?" Erza asked.

"Ohh~! Erza!" Mira moaned as I dug my hands in roughly "What's happening! It feels so good."

"Come out foul beast!" Erza demanded.

"HMPH!"

"KYA!" Erza gasped as I pulled her top open and exposed her bra clad tits, grabbing a big handful and pulled her breasts free "OHH!"

I leaned in and started licking and sucking on her nipples, making Erza moan as a ghost sucked her tits, Mira watched as the red-haired knight moaned and groaned in pleasure.

"HAAAA!" Erza moaned cumming on the spot and falling into a pile on the floor.

I left Mira and Erza there before going off to explore more of the guild, notably finding Wendy and Shelia in their adult forms trying some things out. Shelia was wearing a skirt that covered her sexy butt so I took my opening and slid those tight panties to the side and dug in, taking a big lick of her snatch.

"OAAAH!" the girl moaned and shivered.

"What's wrong?" Wendy asked.

"I'm…OHHH!" Shelia was too turned on to answer "Sex…pussy…getting eaten…ghost!"

"What?" Wendy perked up with excitement.

"HAA!" Shelia laid her head on the table and moaned as I ate her out, my tongue sliding in and out.

I lapped up Shelia's juices and swirled my tongue around, the young girl popped her big tits out and smashed them against the table, moaning the whole time. She was shivering and I could feel her insides twitching as she reached her breaking point, cumming over me with a powerful orgasm.

"Oh…wow…" Shelia panted furiously.

"Hey ghost." Wendy laid on the table naked and spread her legs wide "Come get some of this."

I smirked and climbed on top of her before pushing my thick cock into her, spreading her folds.

"Oh I can feel it inside me!" Wendy moaned rubbing her tits "So big, now fuck me!"

I started rocking forward and fucking her, my big soft tits bounced around as my dick stretched Wendy out. Wendy moaned as my invisible dick stretched her out amazingly. I grunted and groaned as I fucked her, feeling my balls churning and preparing to cum.

"HAAA!" I moaned as I came with Wendy, my cum pumping out and filling Wendy's pussy.

"Oh yeah that was great." She moaned "Hmm? Lucy?"

"Whoa?" I smiled as I slowly became visible again "I guess that broke the side effect."

"That was fun, I never you were so naughty." Wendy giggled.

"You're one to talk." I rolled my eyes "Letting a ghost fuck you, come on."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

**I'm trying to work on an idea for the Stone Age Chapter but I keep hitting a wall, so give me some ideas.**

**Also, this story is 2 years old now! Wow! Thanks for all the support.**

* * *

**Snakebit1995's Recent Chapter thoughts.**

**Sure hope we get some answers about Erza and Irene soon. Larcade's magic is weird, hope we can learn more about it and how it works, I've heard someone on the Fairy Tail subreddit say it's about sinning in general not just sex, still the chapter was hot.**

**Till Next Time!**


	160. Chapter 103: Sisterly Sharing

_Italics indicate thinking_

* * *

**Lucy's POV**

"She looks so yummy." Brandish giggled as we both sighed looking at Natasha.

"Hard to believe she's actually a guy." I smirked back "But then again, my powers made her be able to look this sexy so there's honestly no downside, not only can I get to fuck Natasha but I can even get to ride Natsu's big cock myself."

"Well I say we stop just admiring her and get to the fun part." Brandy said rubbing Natasha's large round breasts.

"Are you sure it's okay to do this?" I asked "I mean I want to share her with you but she's still recovering from that thing you did to that growth near her heart."

"All the more reason for us to fuck her." Brandish smirked "You know that our cum can help restore magic and help speed up the healing process a bit, just look at it this way, she needs us. Sides all I did was shrink a tumor she's fine other wise, this still works.

Brandish moved around and slipped her cock into Natasha's mouth, the sleeping girl parting her lips and accepting the thrusting rod into her wet hole.

"Ohh, so warm, her saliva is like lava!" my sister moaned "Oh I see why you like her so much!"

Deciding to join my sister in playing with one of my favorite lovers I got in position and placed my cock between Natasha's breasts, holding them steady as I started to fuck the round flesh orbs, from my spot near her crotch I had a good view on Brandish cute butt as it rocked back and her dick thrusted into the pink haired girls open snoring mouth. Natasha would make these cute gagging noise if Brandish went too deep but she was never roused from her slumber.

"Fuck Lucy she's sucking in her sleep!" Brandish moaned "This girl's incredible!"

"All my ladies are." I giggled as I felt Natasha's soft bosom hug my cock.

"You'll have to show me sometime." She blushed "HMMM! HAAA!"

I heard coughing as Brandy busted a nut inside Natasha's mouth, filling the girl's throat with cum. I started panting as I felt my own pleasure pipe getting ready to erupt with need.

"OHHH AHHH!" I moaned blasting all over Natasha's tits.

"That was awesome." Brandy got off Natasha.

I smirked looking at the cum covered busty babe. We were both casually stroking out fat dicks and turned Natasha onto her size. I was at the back and Brandish near the front, we both knew where we were going.

"HMM!" Brandish hugged the girl close, breasts smashing as her dick slipped into Natty's pussy, I hugged Natasha from behind, her thick butt rubbing against my cock as I moved down and joined Brandish in filling Natasha's pussy.

"OHH Brandish!" I moaned feeling her cock rubbing against mine.

"Lucy you're so big!" she gasped as our dick heads rubbed together while we fucked Natasha, my hard-horny nipples digging into the girls back while she rubbed tits with Brandish.

Both of us were panting and grunting as we rapidly thrusted into the air tight pussy. The two of us both let out loud moans as our dicks twitched together and blasted Natasha full of cum, the girl overflowing with spunk.

"Oh shit that was great." Brandish panted.

"I'll share someone with you anytime." I smiled.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- I'm not sure yet, gotta think about it, maybe something with Wendy, Shelia and Dimaria.**

* * *

**Snakebit1995's recent chatter thoughts.**

**Larcade is interesting, I look forward to adapting his magic to this series. I've loved the recent showcasing of some less common characters like Kagura and Yukino, I'm still waiting to get back to the Erza and Wendy VS Irene fights.**

**Till Next Time!**

 


	161. Stone Age AU

_Italics indicate thinking_

**So here's a small Christmas gift the Stone Age AU!**

* * *

**NO POV**

Lucy sighed as she washed herself in a small pound at the base of the waterfall. She was relaxing peacefully when her bath was interrupted by a large wood and stone landing next to her. She turned around and saw a man there in nothing but a loincloth and a fur vest.

"GRR!" Lucy picked up the spear and chucked it before running off into the brush.

"Kya!" she was still caught up and tied onto a stick anyway.

"It's different from you." Happy said.

"HMM!" Lucy squirmed.

"She had downstairs like you but her chest is all soft and wobbly." Happy poked her breast.

"Stop that!" Lucy snapped.

The two still tied her up, after she was allowed to get closed and dragged off to their village where they were going to ask the others about Lucy's strange growths.

"Hmph." Lucy pouted as all the men looked at her, clearly embarrassed and turned on by her sexy body.

"It's like her bottom half is normal but her top's all screwy." Gray noted.

"Yeah, exactly." Natsu nodded "What's wrong with her?"

"Nothing's wrong with me!" Lucy snapped "You're all just crazy! When my friends get here you're gonna be in so much trouble, my chieftain is a real strong lady, she's conquered like a dozen tribes and has a ton of land to hunt on!"

"Sure, sure." Natsu waved.

There was a rumbling noise as a stampede of animals stomped over the terrain and Lucy's tribe came to save her, it barely took them any time to disable the men with their looks and take them as captives.

"Are you alright Lucy?" Erza asked.

"Yeah, thanks for getting me." She laughed "So what are we going to do with them?"

"Same thing we do with every tribe, take the strong ones and all their land." Erza smiled commanding her tribe."

* * *

**Later**

"Eat." Lucy placed the usual food by the prisoners cage.

"When are you gonna let us out." Natsu groaned.

"You get out when Chief Erza says." Lucy said "Now eat please."

The Tribe's village was bustling, full of women of all shapes and sizes, bouncy bosoms and bulging crotches, the men were confused and the food always made them groggy and tried. As was all part of Erza's plan, she despised normal me, her village was for Futanari, and the herbs and agents in the food were sure to…soften up, her captives over time.

The village was free and open, the women playing around when they wanted to, girls fucking in the open, having fun and more all the time, even doing so in front of the captives to egg them on even more.

"Hey Lucy." Levy walked up swaying her wide hips "How goes everything with the prisoners, are you having fun being a warden?"

"It's kinda boring this period takes a few weeks." Lucy sighed "But I'm sure the end result will be great, Erza already promised me one of the prisoners!"

"Me too." Levy laughed "I'm really looking forward to it."

"When that happens we'll have to share." Lucy giggled.

"Yeah I can't wait." Levy snickered back walking off.

In the Men's cell they had been contained in a large cage and the only items they had were their loincloths, the rest had been stripped and taken for use by the futanari. Over the next few weeks as the menfolk were fed the herb rich Futanari food their bodies slowly began to change, they were slightly aware but no matter how often they asked they got no answers about what happened to them.

"Ugh I can't take this." Natsu grunted looking at his shoulder length hair "What's happening to us."

"I don't know but it's really annoying." Gray said scratching her soft chest.

"At least you two are kinda small." Gajeel groaned as his chest was larger than the other two boys.

"And this is getting bigger to." Natsu gestured to his ill-fitting loincloth.

"I know, I just want to…ugh." Gray sighed sitting down.

"Hmph." Lucy smirked from her seat near the tops of the cage looking at the uncomfortable prisoners, some openly touching themselves "Soon…just a few more weeks."

As the weeks passed the growth increased, soon the former male tribe all looked like busty, sexy Futanari that couldn't resist touching themselves, big chests bouncing and wobbling.

"I want this one." Levy smiled pointing at the cage that used to hold Gajeel but now held the extra busty Gabby.

"Where are you taking them?" Natasha asked as Lucy et him out.

"You're free to roam the village now with a mistress." She said "You're induction in complete, now let's go, your mine."

Lucy and Levy led the two sexy ladies to their cave where they smiled down at them and gently stroked their cocks.

"Let's show these new ones a good time." Lucy grunted.

"Ugh." Levy smirked back while she grabbed Gabby's huge tits "You've got some big ones baby, Levy like big tits."

"HAAA!" Gabby moaned as Levy started sucking the girls tits while stroking her studded cock.

"Good sound." She smirked.

"Let's not leave you out now." Lucy said forcing her cock into Natasha's mouth "HMM I'm kinda happy you captured me, thanks to you we have so many new members of our tribe."

"HMMM!" Natasha moaned bobbing her head.

"Oh Lucy these two are great!" Levy said fucking Gabby, bouncing the busty girl on her lap.

"I can't wait for more!" Lucy said pushing Natasha down and fucking her "OH YES!"

Lucy thrusted in and out of the girl, her tits mashing with Natasha's the pink haired girl moaning and begging for more, overwhelmed at the strong sensations coursing through her.

"You're great, look at how awesome your chest is!" Levy said fondling Gabby "Ha…Ha…HAAAA!"

Levy exploded inside Gabby as Lucy kept thrusting into Natasha's tight pussy, moaning as she started to explode.

"UGH!" she came inside her new pink haired slave "Ugh…"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you'd like to see in the future.**

* * *

**Snakebit1995's Recent Chapter Thoughts**

**Finally, the background story with Erza and Irene, it was really good, inciteful and deep. I wasn't a fan of how quickly Irene suddenly became evil, it felt like one page she wanted to protect fetus Erza and then the next she wanted to take her body, all a little much.**

**Still looking forward to more, I'm betting Wendy will get to do some work when Irene shifts into her Dragon form.**

* * *

**Till Next Time!**

 


	162. SS33: Gender Bender Club 2

_Italics indicate thinking_

_**We're going back in time a bit to before the war for a side chapter** _

* * *

**Natasha's POV**

"Hmph." I slipped a shirt on over my large breasts "Don't know what the point of getting dressed is, with what we're doing…"

I could only blush at the thought "I was surprised they were all so game for this."

I ruffled my hair to make sure it looked nice and sexy before heading down the street, people looked at me as I walked, even in my bra my breasts bounced around happily as I arrived at the house.

_Here we go._

I headed in and saw the Gender Bender club was all present, Grace, Gabby, Stacy, Rachel, and Ramona.

"You're late." Gabby grumbled.

"Sorry." I laughed "It takes time to look this beautiful."

"Whatever let's just get started." Gracie said "Who's gonna go first?"

"Well we've got six here so we can do three pairs." Rachel pointed out.

"I want you." I smirked grabbing Gabby's breasts.

"K-Knock it off!" she moaned.

"We partner together all the time so I'll go with Ramona." Rachel said.

"Then I guess it's me and Grace." Stacy shrugged taking her shirt off "Well let's fuck!"

"Get on you're back I wanna fuck you first." I told Gabby.

"Why do you get to be the guy first." She snapped.

"Come on." I transformed into Natsu and pushed her down, grabbing a handful of her huge tits "You'll like it."

I stripped Gabby down, the girl blushing as I ran my hands over her big bust, my fingers flicking the pieced nipples of her H-cup hooters. I looked around and saw Ramona mashing her tits against Rachel's, the gothic girl moaning as her large breasts overpowered her young partner. I saw Ramona transform back into Romeo and started slapping his thick cock on Rachel's soft tits.

Stacy was back as Sting, laying on his back as Gracie sucked his cock while he rubbed her ass and ate her out, her pussy glistening as juices trickled out to cover her partner's face.

"Here, let's do it!" I grunted pushing my cock into Gabby's tight hole.

"OHH!"

"HMM!" I hummed at the warmth surrounding my cock as I started to rock my hips and thrust into the girl.

Gabby moaned as her tits rolled around on her chest, her massive breasts wobbling and jiggling side to side, up and down, slapping against her chin and face. I reached down and put my hand near her crotch, rubbing her pierced clit with my thumb.

"S-Stop!" she moaned "Not there!"

"This little girly body of yours." I smiled as I fucked her "It's too sexy."

"You're boobs are so soft." Romeo moaned as he got a stellar tit fuck from Rachel.

"Such a large penis on such a young boy." Rachel smirked as she leaned into her own chevage to like the tip "I picked a good partner."

"HAAA!" Gracie was moaning as she was carry fucked by sting.

"OHHH!" Gabby moaned as her pussy started clamping down as she orgasmed "HAAAA!"

"Fuck!" I groaned at Gabby as I felt my cock twitching "I'm…gonna…"

I pulled out and stroked myself to a finish, blasting a hot load on her big fat tits.

"Heh." She smirked before pushing me over "Time to trade."

"OHHH!" I moaned changing back and having my pussy instantly stuffed by Gajeel's big dick.

I sat up and hugged myself against Gajeel's muscular body, my soft womanly frame pressing against his.

"Come on, harder." I moaned as his cock slammed into me "Is that all you got."

"TSK!" he hissed fucking me even harder.

"Yeah, that's it." I moaned as I was rammed harder and harder, my ass clapping as he drilled me.

_This feels so good, I love getting fucked like a girl!_

"Ha…ha…HAAA!" I moaned as my insides twisted "OHH YESS I'M CUMMING! Don't stop, keep fucking me!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future, ideas can be for Pre-War side stories too.**

**Go check out the Snakebit1995 wiki, there's a few pages about some characters there.**

* * *

**Snakebit1995's Recent Chapter Thought.**

**I've liked the last few weeks, I like Erza and Wendy Vs Irene, I really liked the joke about Wendy thinking Irene's breasts were too heavy. I enjoyed the backstory of the fight but the ending was a tad bit abrupt, not bad just sudden.**

**Natsu's choice was pretty obvious, it's a clichéd "I choose my own way" response but I liked it.**

* * *

**Till Next Time!**

 


	163. SS 34: Dimaria's Revenge

_Italics indicate think_

**This one is short.**

**Look I'm really struggling to think up new ideas for this story and this is all I've got since it's important for some Heartfilia Family stuff.**

* * *

**NO POV**

"We got her." Wendy, in her adult form, panted.

"She was really strong though, we got lucky my magic was good against hers." Shelia said, her large chest heaving up and down.

"HGHN." Dimaria groaned, her skinsuit torn, one of her breasts nearly spilling out "No way…I lost…to a couple of little kids."

"Little girls?" Wendy smirked cupping her bust "You call this little?"

"We're full grown women." Shelia winked "So what if we're really kinda young, we're mature for our age."

"Hmph, why don't we show her how mature we are." Wendy smirked at her girlfriend.

"Sounds like a plan."

Wendy and Shelia laid down next to Dimaria, they rubbed her tender thighs and Wendy ran a finger up the girls stomach, sensually tracing her belly button. Shelia did her part as well, her hands ripped Dimaria's costume off before her tongue began to slid up the Time Witch's legs. Dimaria desperately wanted to throw these two off, but she was so weak from battle that she was hopeless to fight back, forced to accept the teasing of the two lesbians.

"She's got some thick thighs." Wendy laughed "Some nice tits too."

"I wonder how sensitive they are." Shelia smirked rubbing the fleshy orbs.

"Get…off me." Dimaria hissed.

"No way baby." Wendy laughed flicking her tongue over Dimaria's breasts "I told you, we're gonna show you how mature we are."

"OHHH!" Dimaria gasped, blushing in shame as Wendy started to playfully suck on her right breast.

"HMM!" Shelia joined her lover and took the left into her mouth.

Dimaria hissed as her body overrode her mind, internally she mentally against this, but physically she was getting wetter than a pool wore bikini and as Wendy and Shelia moved their fingers over her legs she only dripped more. Of course they were in some back ally in Hargeon and there was no one around to assist her as the two girls began to finger her roughly.

"GAAAHHH!" Dimaria screamed in pleasure and agony as she was pumped by the digits of the teens.

Wendy and Shelia both smirked at the affection they were showing this woman, but Dimaria was getting angrier and angrier, she may have been orgasming physically but mentally she had begun to plan and restore her magic.

"Come on." Wendy licked the woman's neck "You're getting tighter, just cum already."

"TSK!" Dimaria bit her lip and started to shiver.

"Yeah, here it comes." Shelia smirked nibbling on Dimaria's nibble playfully.

"OHHHAAAA!" Dimaria screamed as she spasmed and shook, pleasure shocking her body to life.

"Fufufu." Wendy laughed maturely while standing up and licking her fingers clean "So who's a kid now."

"That was awesome." Shelia laughed as the two began to walk away "She underestimated us and thought we were just kids, but we're some of the most sexually aggressive ladies around."

"You got that right." Wendy said.

"The only one allowed to make me cum is Brandy." Dimaria stood up with hate in her eyes.

"AH!" Shelia gasped as she was grabbed.

"I'll make you pay!" Dimaria punched her.

"GAH!"

"Shelia!" Wendy ran in and blew Dimaria down, knocking the woman out cold.

"Are you alright?" Wendy checked on her friend.

"HNGH!" Shelia hunched over "My…stomach…no it's lower…Haa."

"Shelia!" Wendy gasped as the girl passed out."

* * *

**Later**

"What happened to her?" Wendy asked sitting with Shelia in the medical tent.

"The woman attacked her." Ophiuchus sighed "Her time magic has seemingly aged where she punched but left the rest of Shelia unharmed."

"But what you said before." Wendy looked at her sleeping friend.

"Yes, the punch hit her ovaries and womb." The snake doctor said "Simply put it's almost as if she went through menopause in about thirty seconds. She's alive but…She'll never be able to have any children."

Wendy just lowered her head "Dammit…when we were old enough we were gonna use magic to…it's not fair."

"I'm sorry." Ophiuchus frowned.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Recent Chapter Thoughts- Fairy Tail is coming to an end soon, I'm gonna be sad to see it go but it was a really great ride. Looking forward to seeing how they deal with Acnologia and Zeref.**

**Till Next Time!**

 


	164. Brandish's Magic

_Italics indicate thinking_

**I'm back, Fairy Tail has ended so now I know where I want to take the ending, enjoy this story.**

* * *

**Lucy's POV**

After Natasha woke up we decided that Brandish would take us to try and negotiate with her Empire to see if we could stop this war. For some reason Natasha was unable to switch back to Natsu, she thinks Zerefina may have somehow locked her in this form for a time.

"Walking will take too long." She said "Hey Catgirl come here."

"Me?" Happy walked over.

"Yes you, I have an idea, brace yourself." Brandish said.

"What are you do-." I didn't get the chance to finish asking her before she snapped her fingers.

"HMM!" Happy moaned a bit.

Happy started to grown, her whole body expanding in size, her breasts ballooning as her height shot up to nearly a mile, her whole body now that of a large catgirl Giantess.

"She's huge!" I yelled.

"Now we have a ride." Brandish snickered.

"Whoa." Happy said in a deep voice that bellowed over us "I'm huge!"

"We just said that!" I groaned.

Happy picked us all up and placed us in her cleavage before starting to walk off, each of her giant steps resulted in rumbling and shaking that bounced her breasts and us along with them.

"It's not the most safe ride." I shivered.

"But it's comfy." Natasha laughed patting Happy's breasts "Brandish has some cool powers!"

"It's not that special, she just changes things size." I pouted a bit, I wasn't sure if I was just upset or a little jealous that Brandish was getting so much praise.

_Jealous of my sister…I kinda like that._

"You don't think it's all that special?" Brandish smirked "Really?"

"Huh?" I felt lighter, I looked down and saw my chest was just gone, flat as a board.

"What?!" I panic "my breasts!"

"Hehe." She snickered before I suddenly felt heat in my breasts.

"WAH!" I gasped as this time my tits grew bigger than they had been, like watermelons.

"So heavy!" I groaned laying down, the hefty tit flesh weighing my down "Brandish stop it."

"What are you complaining about, everyone else is having fun." She teased me as Natasha's tits burst out of her top "I do this stuff all the time, trust me."

"Whoa cool!" the pink haired girl squeezed her newly expanded assets.

"Besides you have something else that'd be fun to grow." Brandy smirked.

"What are you-." I suddenly realized what she meant "No don't you dare-OHH!"

I felt an intense wave of pleasure hit me in the crotch, I looked down and saw a huge bulge between my legs, my skirt tenting as my legs spread apart slowly to try an accommodated my size. This time Brandish wasn't kind enough to grow my clothes as well, my skirt and panties ripped apart as my now tree trunk like cock and watermelon sized balls slapped free.

"Brandish!" I moaned "Why would you do this?!"

"Cause it's fun." She laughed taking her cock out and stroking it "I've always believed that bigger is better, do you agree pinky?"

"Yeah." Natasha said in a pleasure high, rubbing her own engorged breasts.

My body was so bulged and heavy that I could barely sit up.

"Come on let's kill some time, we've got a long trip." Brandish smirked presenting her cock to me.

"…fine, but you're fixing my body when we're done got it." I glared.

"Fine." She rolled her eyes.

I leaned forward and started to lick her shaft, my sister letting out soft moans as she started to get more turned on, slowly I opened my wet mouth and took her inside my throat. It was simple at first, I moaned to vibrate her cock while bobbing my head and slurping down spit. Suddenly though I felt like I was gagging, the smirk on Brandy's face gave her away instantly, she was making her cock grow in my mouth. I soon had to go from sucking a normal cock to basically trying to fit my own fist in my mouth, I was gagging furiously as my jaw nearly unhinged like a snake, struggling to fit the arm like shlong in my maw.

Of course Brandish wasn't done with her growing orgy, I felt warmth around my huge package and saw Natasha was wrapping her breasts around them for a tit job, she had already grown tits like couch cushions.

"Bigger!" she moaned.

"If you say so." Brandish laughed increasing the size and softness of the dragon slayer's bust yet again.

I was just laying there, engorged cock in my mouth, huge boobs slapped around milking my own huge rod. Brandy's powers didn't just make you bigger, they made you more sensitive too, it felt like my head was filled with a thundercloud of pleasure, strikes hitting all my sweet spots and forcing me to love this.

The three of us rubbed and grinded in all sorts of ways with our engorged bodies, trying to hold back the climaxes would be like trying to stop a tsunami with a beaver dam, we were going to cum, and it was gonna be big.

"HMMM!" I moaned as Natasha squeezed her tits tighter around my cock, pushing me to the very edge.

"Yeah Lucy…I'm…oh fuck!" Brandish screamed.

My twin and I came at the same time, geysers of cum blasting out all over, my cock spurted like a volcano and the lava was cum, pouring over Natasha and splattering on Happy's tits. On the other hand Brandish was cumming in my mouth, spraying into my belly like a firehouse, it was like a gallon of cum, it filled my up and still splattered a few ropes on my tits.

"Ugh." I groaned a bit as Brandish pulled out "My stomach."

"Hope you liked lunch." She laughed.

"Shut up." I groaned "And fix my body."

"Fine." She rolled her eyes and the three of us started to shrink back down to our normal sizes, she even managed to repair my torn skirt.

"Aw their gone." Natasha pouted poking her breasts.

"It's better this way." I fixed my top "Too big and it's impractical."

_Still…my bra and panties feel awfully tight…and that smirk, I have a feeling Natasha and I aren't 100% back to size._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Mira Vs Heine and Juliet.**

* * *

**Snakebit1995's Final Fairy Tail Thoughts**

**It's sad that Fairy Tail is over, but I look forward to whatever Mashima will do next. I liked the ending, everyone got the happy Fairy Tale ending and I thought it was sweet.**

**Fairy Tail was the first long running Shounen I ever read so having it be gone is still kinda weird, it almost doesn't feel real. It helped spawn this story, my most successful story by far and helped spurn me into my adult stories which is where I really became popular.**

**There's still plenty to do in this story though, so stick around!**

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**Till Next Time!**

 


	165. Mira Vs Heine and Juliet

_Italics indicate thinking_

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**Mira's POV**

"HMPH!" I jumped back to dodge another attack.

I had been fighting these two girls, Heine and Juliet, for a little while now. Both were skilled with bizarre magics and frankly were a lot for me to manage. They were both very cute too, I'm sure Lucy would like them.

"HMPH!" I landed, my breasts wobbling in my tight outfit "I'm not as limber as I used to be, guess having a kid will do that to you."

"You recently had a child." Heine, the one in black dressed like a ninja "I see. That would explain why this fight is so simple, although you don't look like someone who recently had a child."

"Excuse me?" I glared.

"She's real cute though." Juliet giggled "Let's play with her."

"It has been some time…" Heine suddenly flashed behind me "Let's.'

"GAH!" I yelped as she kicked me forward.

"YAY!" Juliet cheered throwing that acidic slime at me.

"HA!" I gasped as my suit melted away, I covered my breasts "What are you doing?!"

"Don't cover up, that's not very fun." Heine jumped on my back, her legs wrapping around my waist while her hands slipped in and grabbed my breasts.

"OH!" I let out a moan.

"That's such a cute sound." Juliet giggled.

"My body…I can't…" I groaned feeling numb.

"That's my fun slime." Juliet giggled taking her clothes off and showing me her bare body "I've seen you in pictures, a model but you're so sexy up close I can barely control it!"

"No way you're…a futanari." I gasped seeing her penis twitching between her legs.

"Yes we are." Heine pushed against my butt "And your lewd body is making it hard to resist."

"Come on…" Juliet licked her lips and bent me over so my head was at her crotch "Suck it."

_These two…they've got me pinned, if I can't beat them on strength then I'll have to beat them with my other skills._

"HMMM!" I leaned my head forward and started to bob and suck Juliet's cock.

"MMM Yeah." She moaned as I licked her shaft.

"Look at this ass." Heine kissed my bum and slowly started to enter me.

"HAA!" I gasped a bit as she spread my walls.

Heine pulled on my hips and slowly fucked me from behind while her partner was pushing my head and making me deepthroat her.

"GURK!" I gagged a bit as I tried to moan.

"Oh you're so sexy." Juliet moaned "I…I'm gonna…AHHH!"

My mouth was blasted with cum as Juliet fell back in a orgasmic bliss.

"Shit you made her cum." Heine groaned as my walls squeezed on her cock "UGH!"

I felt her bust inside me and fall back.

_My body, I can fell it._

"HYAAA!" I quickly activated my magic and used my powers to transform.

"She's moving already?" Heine gasped "H-How?"

"Poisons aren't so bad for a demon." I laughed at them "RAAAH!"

I quickly dashed through and blew the two away while they were exposed, still I was exhausted having used a bunch of my stamina and magic.

"Huh?" I looked back.

The two girls dissolved away…leaving behind two swords, one white and one black.

"Impossible." I gasped "They weren't really, just personalities put onto swords?!"

"To think that there would be someone able to eliminate those two." A voice said as a woman floated and landed next to me "How surprising, you showed them some affection, my children."

_This woman…her magic is terrifying and…why does she look like Erza?_

"HMPH!" she waved a single finger and banded me to a rock.

"GAH!" I yelped as she used the swords powers to burn my skin.

"Don't think I'll make this quick." She smirked "Still what should I do with you…first I think maybe I'll scour your mind."

"AAAH!" she placed her staff on my head, the pincer shape poking my temples.

"Now let's see if I'm right…where is she?" the woman smirked "Fufufu, there she is, excellent."

She suddenly blasted my side "That will be all slut."

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**Later**

"Huh?" I looked down "I thought she shot me...and I passed out how did I not...?"

"You." a green haired woman looked at me "You are one of Lucy's correct, this is a one time nonoccurence."

"Thank you."

"You should tell my sister...I am coming for her." she glared at me.

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**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Till Next Time!**

 


	166. Time Turner- Dimaria

_Italics indicate thinking_

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**Lucy's POV**

I was still trying to figure out exactly what happened to make the world seemingly shrink and throw me into the middle of a battlefield.

"WAH!" I gasped when I was suddenly lifted off the ground.

"You're coming with me." A Giant Brandish looked at me before tucking me into her cleavage.

_So soft…Brandish is sexy when she big…wait!_

"Let me go!" I tried to squirm free but kept slipping into her valley.

Brandish walked huge strides over the battlefield and took me towards some abandoned ruins, with each step she jiggled awkwardly and nearly smashed me with her tits.

"Here's the place." She dropped me down "We'll be safe here."

She slowly shrunk down.

"What are you talking about?" I dusted myself off.

"We can avoid the battle, and just stay here together sister." She lowered her head.

"Take me back, I need to help my friends." I told her.

"No, if I do that you might die." She glared.

"So, at least I can help everyone!" I yelled "I can't just sit here and watch."

"Brandy~" A voice suddenly chimed in "What are you doing running away with this hussy?"

"Ha!" Brandish gasped "Dimaria."

I looked back and a woman walked up to us, she had short blonde hair, a youthful face and a curvy body contained in a sexy black skin suit.

"Well, what are you doing with her?" the woman glared at us "Planning to run away and betray us again?"

"I haven't done anything, I just want to save my sister." Brandish glared "Understand Mari."

"This girl is the one you talked about last time." Dimaria grumbled "So you want her more than me, is that it?"

"No I-AH!"

"Brandish!" I yelled when the woman took a slash at Brandish.

"If I can't have you, no one can." She tried to cut her again "How about I cut off that precious dick you're so proud of!"

"Tsk, fine!" Brandish yelled making her self taller and smashing her friend under her fist "You need to be taught a lesson then!"

"Hey let me-OH!" Dimaria gasped when Brandish suddenly spanked her, her rear jiggling in her suit slowly.

"You so bad to think that I'd betray you." Brandish smirked rubbing Dimaria's ass "I'll have to make sure you know how much I love this sexy body of yours, maybe I'll even share you with Lucy."

"I guess." I blushed "She is pretty hot."

"You're ssharing me?!" Dimaria yelped.

"Sisters share things." Brandish pulled her clothes off "Now let's get you out of that restrictive thing so we can use that sexy body."

Brandish and I stood there looking at Dimaria as she got naked, almost covering her body a bit.

"Yeah that's good." Brandish smirked "Mari is one of my favorite lovers, isn't se sexy Lucy."

"Hmmm yeah." I licked my lips.

"Get over here and suck our cocks." Brandish told her.

"Hmph." Dimaria grumbled kneeling down and stroking us both to an erection before opening her mouth and starting to bob her head, sucking me off.

"OHHH Wow!" I moaned "She's good!"

"See I told you." Brandy bumped our tits together. "And see Mari, Lucy my sis and she's sexy too, so keep us both happy okay."

"HMMMH!" Dimaria slipped Brandish cock into her mouth as well, sucking us both off together, our cocks rubbing together in her mouth "I suppose she's not bad…you are prettier Brandy."

"Of course I am." She smirked.

"Hey!" I pouted "I've got a sexy body too, just as sexy as you if not more, and I'm a MILF!"

"I guess that's a good point." Brandish kissed me "See though this is better, why do real fighting on the battlefield when you can stay back here and…supervise."

"You're terrible." I hummed as Dimaria sent shivers of pleasure down my back "Fuck…she's gonna make me cum already."

"Her tongue, it's swirling like a swashing machine!" Brandish moaned with me "OHHAAA!"

Both Brandish and I came together, our sexy bodies spraying a proverbial torrent of cum into Dimaria's mouth, even splattering on her face and tits as well.

"Damn." She wiped her face off "What's got you two so pent up?"

"I don't know we fucked not too long ago." Brandish pouted.

"Today's just an extra horny day I guess." I said kissing Dimaria "Come on, let's fuck this girl."

"Yeah I like the sound of that." Brandish smirked laying on top of Dimaria as I took the woman into my lap.

"Wait you can't both do it!" she yelped as we lined up with her snatch "I can't take both of your cocks at once-OHH!"

Brandish and I both pushed into her together and started slamming our cocks into her extra tight hole. The positioning was a little awkward but we managed to get Dimaria screaming in pleasure as we both pounded her hole harder and harder. My large breasts pushing into her back as hers rubbed against Brandish's.

"HMMM!" I turned Mari's head and kissed her, the woman humming into my mouth as my sister and I slammed her snatch.

"This is so hot, I love sharing girls with you." Brandish grunted.

"I know, once this wars over imagine the fun we could have." I hummed "Hmm Fuck I'm so close."

"Me too…let's UGH fill this bitch up." Brandish groaned "Ready?"

"Ready!" I gasped as I started pumping cum into her.

"OHHHHAAAA!" Dimaria gasped as she was overfilled with our creamy goo.

We both pulled out and got dressed again.

"I'll keep an eye on her." Brandish hummed "If you wanna go help your friends I don't care, just be careful yeah."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Till Next Time!**

 


	167. Zerefina and Mavis

_Italics indicate thinking_

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**NO POV**

The guild hall was quite as a gorgeous black-haired woman stepped forward, her hair was long, her body extremely curvy. She was wearing a ill fitting black and white gown, but ill fitting was the way she liked it, her expansive bust busting the limit of the thin straps as the lower flowing part of the gown hugged her hips.

"Irene." She swayed forward "Did I give you permission to use that reshaping spell?"

"Milady it was merely for your benefit." She bowed.

"I suppose I can't be all angry." Zerefina stepped up to a table where Mavis passed out body remained "You have reunited me with this one…now leave us. Deal with some of the rabble would you?"

"Of course Empress." Irene vanished from sight.

Mavis had already had had an ice control collar attached to her neck, leaving her to Zerefina's whim.

"Hmm, sweet Mavis." Zerefina caressed her cheek.

"Let me go, you monster." She growled nearly biting her finger.

"That's not nice." The black witch laughed "After all you know who's in control here."

"HMPH!" Mavis was forced on to her knees as Zerefina snapped her fingers and made both their clothes vanish, revealing Mavis petite body and her erotic one.

"Suck it." Zerefina held the chain in one hand.

"Never." Mavis glared "HA!"

Suddenly her body was forced forward by the controlling magic, making her open her mouth and take Zerefina's lengthy cock into her wet cavernous mouth.

"MMMM!" Mavis bobbed her head back and forth, lubing up and sucking on the queen of the futanari.

"Yes, such a nice mouth, I've wanted this for so long." Zerefina moaned "First I'll fuck you, then I'll use your power myself."

"HMPH!" Mavis eyes went wide with a panic, unable to fight back she complied, her mouth taking in as much of her violator's cock as it could and even then most was out of the mouth.

Zerefina happily rubbed her own breasts to turn herself on even more, her cock oozing precum into Mavis mouth, the salty clear fluid tickling her tongue.

"More, don't stop." Zerefina moaned as her slapped her massive tits around "HMM!"

Mavis sucked louder and louder, saliva dribbling down her chin as she started to approach the breaking point of her breath.

"Oh don't think I'm so weak endurance baby like that wannabe Heartfilia." Zerefina smirked tugging Mavis chain "You're going to be there a while my little fairy."

"HA!" Mavis was released for just a moment to catch a breath before quickly getting her mouth stuffed with cock again.

That cycle seemed to repeat for the better part of fifteen minutes, Zerefina's moans would slowly get more frequent as she got more and more aroused, Mavis lungs getting the most of this sexual workout.

"I'm growing tired of this." Zerefina said "Hmm, get ready to take this, I do wonder how you'll react."

"I'm immune." Mavis glared.

"Oh, are you refereeing to that little friend of yours, silly girl she was an illusion remember, your real body has never felt Futanari cum before."

Mavis had a shocking revelation, she was right, but before she could dwell on it she was blasted with cum.

"HAA!" Mavis moaned as her body tingled and changed.

Her appearance matured into a more adult like one as her body grew taller, equal in height to her captor, her flat chest blossomed into sizable cantaloupe level breasts and her hips flared out nicely as her hair cascaded down her back and passed her now cushy backside. Soon the petite leader of fairies was a mature woman, a true queen of light.

"Oh my head…" she moaned rubbing her head "I feel so…weird."

"You look gorgeous." Zerefina held her close, their busts colliding but the black witch's easily over powering the fairy woman.

"HMM!" Mavis moaned as she was kissed.

Mavis new this was wrong, she needed to stop this person but…her body wanted her as well, it was hard to resist someone as erotic as the futanari Empress Zerefina. Mavis leaned back on a table, her new body was still a little awkward to control but she spread her long legs as her breasts settled on her chest, Zerefina getting settled in between her.

"OHHH!" Mavis threw her head back and moaned loudly as her insides were penetrated.

"Wonderfully tight." Zerefina gasped in a state of pleasant surprise but not wasting time thrusting and making fapping noises.

The two collided together, soft parts slapping around, breasts wobbling and asses shaking as they fucked, both moaning together. Both girls were happy without too many extremes, just a simple fuck was all either wanted and that's what they got. For minutes on end they'd press together and kiss while Zerefina drove into Mavis, the newly made adult loving the sensations in her body.

"Don't stop! Don't stop!" Mavis screamed "OHH I'm so close!"

"Yes…take it, take it!" Zerefina said back "OHH!"

There was a burst of magic and orgasmic screams as the guild hall shook with might.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you'd like to see in the future.**

**Next Time- Irene has some Fun**

**Till Next Time!**

 


	168. Wendy Belserion

_Italics indicate thinking_

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**NO POV**

Erza couldn't quite believe what had just happened, she and Wendy had been fighting against a woman who revealed herself to be her mother. Irene had then used her powers to somehow swap herself into Wendy's body.

"My what a youthful form." Irene laughed cupping her large breasts "She's got quite the looks for a girl that age, I haven't felt this good in years, so tight and firm."

"What did you do to Wendy?" Erza asked.

"I got sick of waiting her talking and liked the way her body looked so, I took it." Irene smirked "I don't see where the confusion is here."

"You're a monster." Erza hissed.

"A beautiful one." Irene smiled "And I just got this body, now that I'm out of that cursed form imagine all the fun things I can do to this one, it'll take some time to set up the body enchantments I had on that old husk. This limber energy…I can't wait to have fun."

"Damn, I've looked in the mirror but I didn't know I looked that good."

"KYA!" Irene suddenly yelped as a pair of hands grabbed her breasts.

"If you're gonna take my body I think I'll take yours." Her body suddenly appeared and smirked "You have some fun benefits here."

"You…enchanted yourself into me body?" Irene gasped.

"Sure." Wendy smiled rubbing her hands down her body "I don't know what you're complaining about this body is smoking hot, big tits, nice ass."

She looked at her bulging bottoms "Something extra, why would you wanna stop being this hot Milf?"

"That body is cursed, it feels no pleasure." She said as Wendy yanked her top down and pinched her nipples "OHH!"

"Don't just stand there Erza." Wendy smirked kissing her old body's cheek "Come have some fun with your mother."

Erza shivered a bit, was Wendy referring to Irene…or the body she was in now?

"Hmm look at me." Wendy stripped down "You really did enchant yourself into a Futa, how hot."

"G-Get off me!" Irene yelped when Wendy pushed her to her knees.

"You were so excited to get in my body but you can barely control it can you?" Wendy snickered "Probably cause I'm really young and magically look older, you think your working a sexy body but you need more youth to play pretend as me."

"MHPH!" Irene gasped as Wendy shoved her dick in her mouth, making her suck.

"OH My God I don't know what you meant by no pleasure this feels fucking amazing!" Wendy moaned rubbing her tits.

"You're changing back when we're done." Erza walked over and dispelled her armor.

"Do I have to?" Wendy smirked "We could be like sisters."

"I'm afraid not, mom." Erza smirked slapping her ass.

"OH!" Wendy yipped "Naughty girl-HMM!"

The two started making out as mother and daughter while Wendy held Irene's head in place, forcing her to bob and suck the meaty shaft she'd enchanted on to herself. The Scarlet lovers broke their soft kiss and Erza went behind Irene in Wendy and spread her cheeks, her tongue quickly found it's way up and into her pussy, squirming like an eel as it licked and lashed her walls.

"Fuck this is something else." Wendy moaned trying not to cum "It's hard to hold back! UGH!"

Wendy blasted cum down her old body's throat while Irene gagged and struggled to hold in a moan from Erza's licking.

"MMAUYGH!" some cum dribbled out as she let out an orgasmic grunt.

"We're not done yet." Wendy went behind Irene and lined her cock up with her "Is this sex or am I about to masturbate? Ah who cares!"

"OHHH!" Irene moaned as Wendy pushed into her.

"Lucy gets to feel this all the time!" Wendy started to thrust her hips, her soft body shaking around "So unfair!"

"Watching this…hmm." Erza sat in front and spread her legs rubbing her pussy "This body of mine, has it reached your expectation's mother?"

Irene looked up at Erza, her long red hair, her big breasts, her sharp hips and flawless skin, the girl had grown up stunningly beautiful.

"HMM!" Irene kissed her pussy "You're gorgeous."

"Oh yes!" Erza moaned using one hand to push Irene's head into her snatch and the other to play with her own nipples "That's right fuck me, lick your daughter's pussy!"

Irene took the pleasure from both ends, a fucking from her old body and the taste of her daughters cum on her tongue was like eating sparking candy.

"I didn't realize my pussy was so tight." Wendy moaned thrusting faster and faster "Oh it's so good I can't hold it in any more!"

Irene's fingers dug tightly into the ground, even before her transformation had muted her sense and weakened her pleasure feelings it had never felt this good. Erza meanwhile was extremely turned on, watching the body of her mother fuck the body of her friend while she was being eaten out by said body was the so arousing, she never knew she had a fetish for something like this.

"Y-YES!" Irene moaned as Wendy's young pussy quivered with orgasm.

"OHHH!" Erza moaned spraying juices on her face.

"Hmm…" Wendy kept thrusting "It's…It's…AHHHH!"

The girl moaned as a torrent of cum started flinging out and filling up her old body, the pleasure in her body was unbearably intense.

"OH MORE!" Wendy moaned still cumming "MORE…MORE…MORE!"

"This is…AHHH!" Irene screamed with her.

"What?" Erza gasped as the two started glowing brightly "AHH!"

The red head knight was knocked back by an explosion of magic that kicked up a ton of dust, when the smoke cleared she saw into a crater and laying there was Wendy.

"Wendy!" she gasped sliding down.

"Ugh what happened?" Wendy groaned rubbing her head "Huh?"

The girl looked down and saw her breasts were a few sizes bigger, her hips a bit wider and some of her hair had a red gradient to it.

"Are you alright?" Erza asked.

"Yeah I'm fine." The girl stood up "A little sore?"

"What happened?" Erza asked.

"I don't know." Wendy looked at her hands "I think…I absorbed Irene's power, she's gone but…we're linked forever now."

"Unbelievable." Erza hummed.

"I guess I really am like your mom now or something." Wendy laughed.

"Don't get ahead of yourself." Erza shut her down right away.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you want to see in the future.**

**I bobbed back and forth about Wendy absorbing Irene's power, but I decided it be fun and wouldn't be that strange.**

**Next Time- The Battle for Supreme Futanari.**

**Till Next Time!**

 


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